A Wolf, A Red Hood, and A Sneaky Smile
by jwrite
Summary: My own oc is trapped by his own power till he meets Ruby and her friends, the road ahead is a bumpy one and many haunting shadows of the past come to the light of day as the road these heroes-in-training walk is unknowingly guided by the hand of another. Also, there is going to be some lovey dovey with neo later on.
1. Chapter 1: Prologue

Chapter 1: Prologue

With every action we take there come responsibilities for those actions, however, the responsibilities of our actions are not always our own to carry. In some cases, we can become unable to carry them, for one reason or another, and must hope that the day will come when someone can carry them for us.

This story takes place just three weeks before the Vytal Festival. Professor Goodwitch and professor Port were given an assignment to take a group of first year students, consisting of teams; RWBY, JNPR, CRDL, SSSN, and, Cinder's group, on a special trip to Feign Village, with team CVFY helping chaperon with General Ironwood, Penny, and a half dozen of General Ironwoods soldiers accompanying. The students that came on the trip would receive extra credit in one class of their choosing. This worked out well for those like Ruby and Jaune who had been having trouble in one or two classes, however not so much for the rest of their team they had to drag along, especially Weiss who lectured Ruby for almost an hour. Truthfully, Ruby had already learned how to shut off the listening part of her brain when Weiss gets like this. Officially the reason for General Ironwood and Penny's accompaniment was to test Penny and help gather as many mushrooms as possible, however, professor Goodwitch suspected it was just so he could try and get her to go out with him, for the umpth-teen time.

Feign Village is considered a symbol of peace between of humans and Faunus in that it has a population of almost four thousand humans and Faunus with the population evenly distributed between the two species, supposedly living in perfect harmony. As a village outside of the four kingdoms, located between Vaccuo and Vale, it has survived due to a unique yellow flower with red spots called the Humbert Aconitum that creatures of Grimm are repelled by and will even die if exposed to it for too long. Because the village is surrounded by these flowers it cannot be expanded beyond its current size without running the risk of Grimm attacks. Many of the world's best scientist and botanist are trying to find a way to transplant these flowers all over the world, however, have found it difficult as the area surrounding Feign Village is the only location in the world with the right climate conditions, soil compositions, and elevation capable of supporting the Humber Aconitum. Individual plants have been transplanted to other areas, but scarcely can they survive long or is the facility able to support more than a few at a time.

Not far from the village is a deep sunken valley surrounded by Humber Aconitum filled with creatures of Grimm known as the Valley of Grimm, for obvious reasons. It is unknown how so many creatures of Grimm came to congregate in a valley surrounded by their only known natural killer or how it is possible for them to continue to exist there even though huntsman and huntresses have been visiting the site for decades. The reason for these visits and the visit from team RWBY and the rest of the students is a rare edible green mushroom that only grows once every thirty years. Known as the Vie Verte, this rare mushroom when consumed will temporarily increase the strength and growth rate of a person's aura. It has been noted that an individual who eats this mushroom and then goes into battle will find that when they exit the battle there aura will be stronger than when they entered the battle, once they have regained their stamina, of course. Naturally many would want to gather such a useful mushroom, especially before such a big event as the Vytal Festival. However, this time the circumstances for harvesting the mushrooms was different, for the first time in known history the Vie Verte had appeared earlier than usual, five and a half years earlier to be precise. When Beacon Academy, as well as the rest of the planning committee for the Vytal Festival, received the news from an anonymous source along with a sample of the Vie Verte they immediately told Ozpin to send a collection party. The competing students would gain valuable experience and become stronger, while the ratings for the Vytal Festival would be sure to do the same from all of the supped-up competitors. All were in agreement with this plan, all except for one professor Ozpin. The gray-haired huntsman feared there may be something more to them just being handed such a rare gift when no other sources had reported such findings. However, he's objection was overturned, after allowing Grimm to breach the kingdom walls and still not being able to find out who Roman Torchwick was working for, his authority in the eyes of not only the planning committee, but also the higher-ups in the four kingdoms had severely wavered. In a last ditch effort to convince the others Ozpin had tried to argue about the rumors that there was an incredibly dangerous creature of Grimm in the valley, which had been sighted over the last decade and is accredited with more than eighty kills, most of which were either individuals posing as huntsman or bounty hunters. Despite Feign village having a bounty of several thousand Lien for the dubbed "Grimm Valley Beast" he was again dismissed, this time with laughs and chuckles at his expense for believing such a thing.


	2. Chapter 2: Heterochromia

Chapter 2: Heterochromia

Ruby and the group had landed their Bullhead in a spacious clearing at the southern point of the valley and began walking towards the center of the valley, which, according to the thirty year old map dug out of the archives, is the area where the Vie Verte grow the most plentiful. For the most part it was as everyone expected; lots of walking, moderately dense forestry, professor Port telling a long drawn-out story that no one was actually listening to, and the occasional fight with grim. All in all, it was a walk in the park for the huntsmen and huntresses in training. After about an hour of walking the group decided to take a break in a clearing.

Most of the teams were sitting together, with the exceptions of team CRDL who didn't want to associate with the other teams, Cinder's group saying they prefer to eat alone, and the professors, Ironwood, and his soldiers were talking in the middle of the clearing. Weiss shocked the group revealing that she could cook, revealing from her backpack a lunch container with perfectly cooked turkey slices, vibrant cranberry sauce, and an assorted aromatic vegetable side in it. She was about to start eating, but then stopped to lecture Ruby when she realized she had brought only cookies "Ruby, you dunce, you need to think about nutrition. If you only eat sweets, you won't live long enough to become a huntress." She scolded Ruby.

"But they're so tasty..." Ruby rebutted

"That doesn't matter if you don't eat healthy!" Weiss scolded again.

"Listen you need to eat a proper meal… so here." She said offering some of her lunch to Ruby.

"Thanks Weiss, you're such a good person," Ruby said with a bright smile making Weiss blush.

Yang brought a premade salad from the cafeteria and Blake had prepared three tuna fish sandwiches. Pyrrha was sharing the lunch she "made too much of" with Jaune. Team CFVY was dividing up the custom-made sandwiches Velvet made for each member of her team. Coco made the occasion comment about Velvet being the perfect wife or even asking her to marry her while Velvet would blush and try to act polite as possible in responding to her comments. Team SSSN brought take out from the restaurant "A Simple Wok" on the recommendation of Sun and Neptune. While everyone was eating their lunches they listened to Nora tell a story about one of her exaggerated dream, this time involving a giant squirrel, six hundred pounds of green rock candy, and a wooden back scratcher. Even Ren wasn't sure how to interpret her dream so he remained quiet and ate the rice and curry he had premade earlier that day and enjoyed the cool cross breeze from the wind streams that would get caught in the valley.

Meanwhile on the other side of the clearing the professors were deliberating as to what to do next while two of General Ironwood's soldiers looked over Penny and the rest were making sure the perimeter was secure.

"This is quit peculiar, according to this map we should be up to our respective waists on Vie Verte, and yet we have yet to see even a single one." Stated . "Are we even sure that the mushrooms are even here?" he asked his colleagues.

"There's no doubt that the sample sent to Beacon was one hundred percent real and I don't think someone could have kept a sample that fresh for twenty-five years, but you are right it seems odd that we haven't found a single one yet." Ironwood replied.

"Perhaps we need to…" professor Goodwitch began before shaking and falling to one knee. Acting almost as Goodwitch was a triggering event one by one people began to fall to the ground, some even completely collapsing.

"Poison!?" professors Oobleck and Port exclaimed as they realized what was going on. "There is a poisonous gas in the air, everyone cover your mouths and run!" Dr. Oobleck exclaimed as he too fell to his hands and knees dropping his iconic thermos. The students quickly dropped their food, held their breath, and began carrying or dragging those who had been poisoned to safety. Once they were sure they were a safe distance from the gas Penny confirmed that the air was safe with her "semblance", back by Ruby, and they took stock of who was poisoned.

"The professors, General Ironwood, all but three of his ten soldiers, Cinder, Emerald, all of team SSSN, and Fox are all showing signs of poisoning" Velvet stated gesturing to the dark purple splotches that were beginning to form on their skin and their shallow breathing.

"Why weren't we affect?" Ruby asked, "We were right next to Sun's team and were even closer to the professors then they were." Weiss added.

"The wind." Ren said, "Shortly before people started collapsing there was a shift in the wind direction that most likely caused it to miss us." He explained.

"Well, now what?" Cardin asked.

Everyone who was able gave him a glare.

"We need to get these guys fixed up." Coco explained, "So I'm going to need your team's help carrying these guys."

"And why should I listen to you?" Cardin asked with his usual smug arrogance.

"Because…" Coco began as she took FIRM hold of Cardin's family jewels, "… if you ever want to have kids I'd recommend you listen to me." Coco said in a calm, but still frightening voice.

"o-ok" Cardin managed to squeeze out as he was on the edge of passing out from the pain.

"Good," she said releasing Cardin as he fell to the ground

"Remind me not to mess with her." Mercury thought out loud.

"I like her style," Yang said within her group, the others responding with a slightly concerned look.

"I need you two to go scout a head and report if the route to the Bullhead is clear, the last thing we need is a fight with this many people out of commission" Coco ordered to two of the three soldiers and they complied.

"Ok, everyone else pick-up as many people as you can carry, we need to hurry, even if our path is safe if we don't we'll be sitting ducks for Grimm." Coco announced to the group.

As Coco was about to carry professor Goodwitch she felt herself being pushed out of the way by Yatsuhashi.

"What the hell Yatsuha…." Coco began before seeing a blood coming from five claw marks descending diagonally from his right shoulder to his left hip before falling to his knees. Looking down a Yatsuhashi lying on the ground bleeding Coco noticed purple splotches on the back of his neck. _He didn't tell us… Yatsuhashi you always lookout for others, but never yourself_. Coco thought to herself looking towards here teammates almost as a means of them to confirm that this was not real. However, as she traced their stares, turning her head towards the source of their shock.

Standing before the group was a creature of Grimm the likes of which none of them had ever seen. At first glance its body resembled a more muscular Beowolf with a much more upright posture, if not for the shape of its legs its appearance would almost be purely humanoid. On its hind legs it stood roughly eight feet tall. Its mask was a more extended version of the normal, what appeared to mimic fangs dripping down the mask lining up perfectly with its actual fangs and the back of the mask extending a flexible boney-mesh down to the base of its neck encircling its head except its cheeks, jaw, and ears. Its left ear was cut in half horizontally and what resembled a scar over its right eye that was red while its left eye was a blueish-purple.

The enraged Coco charged at the unusual Grimm and took a wide swing at it with her case, however it would never connect. As she swung her case towards the Grimm it grabbed her arm with its right claw and in a turning motion tossed her full force through a tree behind it. Naturally this action shock all those who were still conscious. Doing as she was made to do Penny deployed her blades and charged at the beast hoping to strike it with her swords spinning in a wheel only for it again to dodge and even grab the nearly invisible high tension wire she used to control her sword. Taking firm grip of her wires the creature of Grimm before her pulled back on the wire throwing her forward directly into a solid punch knocking her to the ground followed shortly by a melee of furious swipes and slashing claw attacks from its right claw knocking her on her back in her initial positon while still holding Penny's wires in its left claw.

Before it could reel Penny back in Ruby swept in with her speed to try and slash the Grimm with her Crescent Rose only for the monster to take Penny's strings in both claws and hold it up vertically to stop Ruby's horizontal slash before delivering a swift kick to Ruby's stomach knocking her back several feet. As the odd Grimm was about to charge the gasping-for-air Ruby Coco came from behind swinging her case as hard as she could striking the Grimm on the side of its head, sending the monster several feet causing it to drop Penny's wires. Before it could recover Yang began pelting it with a flurry of punches keeping it from gaining composure.

"We can't go at it individually, this … THING is too strong and it's smart, attack him in a group with a coordinated attack, I'll draw its attention!" Coco commanded to the others while transforming her case into a gatling gun signaling Yang to move away.

"This is for Yatsuhashi!" Coco shrieked opening fire on the monster who harmed her friend.

She sprade the area with bullets creating a cloud of dust. Even with everything in her line of sight being eviscerated she noticed that she managed to hit the Grimm's leg even while moving. Seeing this she concentrated her fire on the wounded monster. Initially she meant this to allow her juniors to regroup and get in formation, but hey "when life gives up a wounded monster and a whole mess of bullets" as Coco might have said. Coco continued to fire until her weapon sounded that it was out of ammo. Normally Coco was more cautious about using up her ammo, a habit she learned after being left in a few dangerous situations where she didn't have a bullet to her name and a swarm of very angry monsters surrounding her. However, in her rage she had forgotten this practice.

 _Regardless the monster is dead, Yatsuhashi was avenged, and he and the others will be taken to the village and be perfectly fine,_ she thought to herself.

That was until the dust cloud cleared and revealed what looked like a circular wall of jagged conglomerated shapes made of the bone-like material that protrudes from a Grimm's body.

As Coco, and the rest of the group for that matter, stood there in complete shock the bone-like material retracted and disappeared into the body of the now more bizarre Beowulf revealing that it was completely unharmed. Even the damage Coco's initial shots seemed nonexistent.

As the Grimm charged towards her Coco noticed its left eye turn red, Velvet, Weiss, and Blake intervened with a kick, thrust, and slice, respectively, causing the monster to jump back to avoid the attacks and its left eye returning to its original color. Blake now aware of the creature's ability charged, confident her shadow clones and speed would helper evade its attacks in order to stall for her friends to regroup. Velvet grabbed Coco and Weiss guarded their retreat before going to assist Blake, Yang went to help Ruby carry Penny, team JNPR with Mercury was standing guard over the poisoned, ready to defend if need be, and Team CRDL was standing in place frozen with fear trying to not crap their pants.

"What is this thing?" General Ironwood said to himself. _Was this thing what Ozpin was worried about… if only I had listened,_ he thought to himself looking at Penny being carried by Yang and Ruby, not moving. _That thing must have damaged her so badly she need time for a system reboot, and even then she won't make it in time_. In testing it was revealed that Penny's system, if it ever sustained tremendous damage, especially to her head, it would take at least twenty minutes to properly reboot. Twenty minutes they did not have, nor, did it seem, would it even help.

"Listen to me, you can't fight that thing, leave us and get out of here!" the general shouted the best he could.

"We can't do that!" Jaune was the first to say "We can't just abandon you like that, that thing will kill you!"

"Just do as your told and run you can't beat it!" the general responded clearly using up most of what little strength he had left.

"We CAN beat this thi-" Jaune began before seeing Blake and Weiss slide across the ground on their backs between Jaune and Ironwood coming to a gentle stop just before they hit a tree. Weiss had been knocked out cold and Blake could barely sit up, however this was not all for her as she saw her signature ribbon float ever so slowly to the ground a few feet in front of her.

"You're a Faunus?" Cardin was the first to shout, though those still conscious and that did not already know her secret were equally as shocked.

Stopping only a yard or so in front of Blake the creature of Grimm even seemed surprised by the unveiling of her cat ears. Before anyone else could say anything team JNPR sprang into action with Jaune and Pyrrha slashing at the creature forcing it to retreat further back creating distance between it and the others, followed by a heavy suppressive fire by Nora's grenade launcher, forcing the Grimm to dodge and creating a thick cloud of pink smoke. Before the odd eyed Grimm could adjust its vision Ren swooped down for a stab/slash attack with his signature Storm Flower, only to have the beast just barely dodge it by stepping back.

Before Ren could fall back the Grimm grabbed him by his arms, looking Ren in the eyes as he, and this time Ruby, noticed its left eye turn red again as the beast was about to crush Ren's skull in its jaw. Before its fangs could even touch him Ren did a high kick to the Grimm's chin causing it to loosen its grip enough for him to break free and back off giving Nora an opening for her signature Magnhild swing into grenade blast combo. Sending the beast flying into a nearby tree.

As the monster jumped down Ruby noticed its left eye had changed back to a blueish-purple.

Seemingly still not fully recovered from the point-blank blast Jaune and Pyrrha began a combination assault shifting between attacking and defending, showing just how much Pyrrha's training sessions were paying off, but still not able to land a solid blow on the monster, only just grazing it from time to time. However, Jaune's lack of experience showed itself yet again as he stepped to far forward allowing the Grimm to get around his extended right arm while Pyrrha was on his left side. With a swift and powerful punch, the creature made contact with Jaune's arm with enough force to not only break his arm if not for his aura, but also send him and Pyrrah flying.

Before the monster could take a step forward it jumped back to avoid the incoming blast from Mercury's boots.

"How about you try fighting me for a bit" Mercury taunted.

 _Something about this just doesn't add up… the only way this could make sense is if…. OOOOHHHH…._ Ruby thought to herself before having an epiphany as to her current situation.

"Stop, we don't need to fight, " Ruby said.

Mercury and the creature continued fighting with Blake, Yang, Velvet, and Coco joining in. Ren and Nora were tending to Jaune and Pyrrha.

"Guys we don't need to fight" Ruby tried to interject. Only to be drowned out by Yang and Mercury unleashing a furry of blast allowing Blake, Velvet, and Coco to try and circle around for a group attack.

"WAAAAIIIITTTT!" Ruby exclaimed at the top of her lungs.

Everyone stopping in their tracks. "He's not a monster, he's a person," she stated.

"WHAT ARE YOU TALKING ABOUT?!" "ARE YOU CRAZY?!" "THAT DOESN'T MAKE SINCE!" Coco, Weiss, and Yang asked/yelled respectively, matching Ruby's initial volume.

"He can understand our language, he reacted to Blake's Faunus ears, and even now he's listening to our conversation." Ruby stated gesturing towards the Grimm that had not moved since she yelled and face now showed the expression of someone who had been called out by a teacher in class when they don't know the answer to their question. This raised the other's brows.

"Admit it you can understand us and you don't want to kill us. Every time you go for the kill you're letting something else takeover, but in between, like right now, you're smart. You're not a monster, you're a person. We mean you no harm". Ruby said collapsing Crescent Rose and setting it down on the ground, began walking towards the monster with her hands up. "We just came here to collect some mushrooms. So can we please just talk things out?" Ruby asked continually advancing as the rest of the group remained silent and the creature of Grimm remained unmoving until she was between her friends and the Grimm.

"…..Yes…"


	3. Chapter 3: Introductions

**Whew, that one took longer than I thought it would be. Sorry about that. Thanks again for over 200 views, and I hope you enjoy this one.**

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Chapter 3: Introductions

"….Yes…"

With that single utterance everyone froze with shock including the Beowulf before them. The only exception being Ruby grinning that she was right.

Both sides seemed to just stand there, neither sure as to how to continue. Time seemed to pass slowly as they were waiting for someone to say something or anything at all.

"Wait so you're not really a creature of Grimm?" Weiss asked.

"Well it's actually a little more complicated than that, but basically yes." The Beowulf before them responded in a calm monotone manner.

"What does it matter he tried to kill us, he hurt Yatsuhashi and poisoned everyone else!" Coco yelled recovering from the initial shock of the situation. Anyone could see Coco's eyes were on the verge of bursting into flames from her sheer anger. "Even if he is not a Grimm, he still needs to have his ass kicked!" she yelled, advancing quickly.

"WAIT!" Ruby said moving to intercept Coco. "We need to at least hear his side of the story." The scythe wielder said raising her hands in defense, just in case.

"You want to let him explain himself! HE TRIED TO KILL US!" Coco screamed.

"uhm.." the Beowulf interrupted drawing the attention of the group. "First I would like to note that your friends lying over there are not exactly poisoned. Well to be more accurate they are non-lethally poisoned."

"What?" Coco said looking at him confused as did many of the others.

"What they inhaled was a powdered mix from some of the local mushrooms I released from a tree above you. Which, when inhaled or ingested, will cause blurry vision, loss of balance, confusion, the inability to manifest one's aura or semblance, and loss of consciousness. And while in this environment that **can** get you killed, but by itself it is not fatal." He explained.

"So they're not going to die, right?" Ruby asked optimistically.

"Yes, and to comment on your tall friend over there, the mushroom powder have most likely already worn off. When I had slashed him his aura, though weakened, was still active and even after he collapsed he showed signs of his aura healing him." As everyone realized that there should have been a large pool of blood where Yatsuhashi was lying instead of the small one which was only just now showing. "So you only need to wake him up and he can use his aura to heal some of the damage. Additionally, I do not believe he received a sufficient dosage given his size, which is the most likely reason he could run carrying people before there were any visible effect." He explained, this time sounding more sympathetic.

Velvet already standing next to Yatsuhashi gave him a gentle nudge and was surprised when he began to stir.

"Vel…vet" He said like he was still tired after being woken-up from a nap.

"Listen Yatsuhashi I need you to activate your aura so I can patch you up." Velvet said in an almost nurse-like tone. Not one to complain Yatsuhashi complied and everyone took notice as the trickling blood that had been slowly leaking from his chest stopped. From their Velvet began to undress Yatsuhashi removing his armor and applying first aid from the kit that one of Ironwood's soldiers had been carrying. As Velvet was almost finished wrapping Yatsuhashi's wound with bandages she, and a few others, noticed that the purple marks on him were gradually shrinking and in some cases completely disappearing.

"I should probably mention that the more powerful an individual's aura the longer the poison will take to run through their system."

"But why did you attack us?" Jaune asked. Truthfully every one of them wanted to know the answer to this question.

"I should probably explain a few things before I answer your question." He stated, back in his previous monotone way of speaking. He cleared his throat and began "For the last ten years I have been trapped in this valley, unable to escape due to the surrounding Humbert Aconitum and the bedrock that forms a solid impenetrable bowl underneath the valley. As you may be aware Feign village has placed a bounty on my head as the, uncreatively named, Grimm Valley Beast. Alleging I am a dangerous monster even though they do not even need to come near the valley as I have no way of escape and thus pose no threat to them at all." Everyone now mentally questioning why they had not thought it was weird for anyone to put a bounty on a creature of Grimm, let alone one trapped in a specific location. "For the last ten years the only people who have stepped foot in this valley are those after the bounty on my head. As such I have had to attack anyone who walks into the valley that is skillful enough to survive this long in the valley despite my efforts."

"Efforts?" Weiss asked quizzically.

"When someone enters the valley I lore some of the local Grimm towards them." He explained.

"Wait so you're responsible for all of those Grimm attacks on our way here?" Yang asked showing some signs of anger.

"Only the first one, the rest were simply Grimm being… well Grimm." He responded. "Now if you do not mind I have a question for you." He said turning to Ruby who was turning around to meet his gaze. "How is it that you were able to determine that I was not just some rare variant of a Beowulf, but actually a sentient being?" He asked with everyone else leaning in to sedate their own curiosity.

"Well just a hunch I guess." The red hooded girl replied with her typical innocence. This of course warranted a number of confused stares from those around her and even the Beowulf standing in front of her.

"There has to be more to it than that?" The Grimm asked showing more emotion than previously.

"Well there was the whole 'your left eye changing color thing', but other than that I… I don't know just a feeling I guess."

Again this warranted confused and unsure looks from those around her. Except the one who asked her who began to chuckle.

"Heh hehe heheh ehehehe" He began to laugh changing the focal point of the confused stares to himself. "In all of my life I have never heard that one before." He said still chuckling.

"You are quit a unique one miss… miss… uh" He stopped "I'm sorry but I do not believe I've caught your name yet."

"Oh, my bad, I'm Ruby, this is my team: Weiss, Blake, Yang, and these guys are Coco, Velvet, Yatsuhashi, Jaune, Pyrrha, Ren, Nora, and Mercury." Ruby said gesturing toward each respective person.

"I see it's a pleasure to meet you a…" He said before suddenly stopping arching his head up and sniffing the air. "I'm afraid we will have to cut pleasantries short, a number of creatures of Grimm are coming towards us from the way you came. Your teammates are still under the effects of the poison, I suggest we carry as many as we can and run, I'll help." He said showing concern. Everyone knew this to be the best course of action as the entire group could be categorized as incapacitated, tired, or injured, none of which were the best condition to fight Grimm in.

"Ok you heard the man, grab as many people as you can and head towards the ship." Coco ordered finally regaining her typical confidence.

With that those that could move carried incapacitated running towards the Bullhead. Moving as fast as they could they made it to the Bullhead just as the Grimm began to come into sight. The still unconscious were secured to the seats at the back of the Bullhead and once the last person was on board Coco signaled the piolets to take off.

The Bullhead itself was much larger than the normal models and was equipped with garage door style side openings on each side that opened to an empty cabin for those ready to jump. This connected to an airplane-style cabin complete rows of seats that people still had plenty of room to walk in between the aisle and windows located toward the front of the Bullhead. It was also equipped with new state-of-the-art vertical take-off gear, a feature that quickly proved useful in this situation.

Once everyone was able to catch their breath the group noticed something they had in their attempt at fleeing momentarily forgot. Sitting next to Ruby in the seat closest to the window was the Beowulf they had been fighting with and then talking to earlier. He too seemed to be sobering up to the truth of the situation. That the creature of Grimm-like being that had only just earlier tried to kill them was now in a small confined space flying on a direct path towards the kingdom of Vale with them.

"Why did you sneak on to our ship?" Weiss asked with her usual commanding tone.

"First I would like to note I did not 'sneak on' I was merely securing one of your unconscious friends when the girl with the sunglasses and the beret signaled the take off. If anything I could argue that you kidnapped me." He replied with mild sarcasm.

"He has a point." Ruby pointed out, drawing a glare from Weiss.

"Well it doesn't matter to me, I am just happy to be out of that valley." The Beowulf commented leaning back putting his hands behind his head. "However I must ask where are you headed?"

"Beacon Academy in the Kingdom of Vale," Ruby responded.

"Ruby!" Snapped Weiss.

"What he asked." The redhead replied innocently putting up her arms in a shrugging motion.

"Well then, can I ask you to allow me to continue traveling with you until then? You see I have business I need to attend to in Vale and it just so happens it is not too far from Beacon Academy."

"What business to you have in Vale?" Blake asked betting Mercury and Weiss to the punch.

"Well, if her will was followed, I will be visiting my Mother's grave." He calmly responded.

"YOUR MOTHER?" a number of people exclaimed.

"You have a mother?" Coco more exclaimed then asked.

"Yes, most people do, remember I wasn't born looking like this." He calmly replied.

"Oh… I'm sorry to hear that." Blake apologized.

"It's ok, I've had ten years to come to terms with what happened and I just need to pay my final respects to put some of these feelings to rest."

"Wow, sounds like you have everything together." The Faunus girl commented.

"It wasn't always like that, I used to be just so angry that I almost became consumed by it, if not for my Grimm powers, literally, showing me what a monster it was turning me into I don't think I would be the person I am today."

"Waah" Cried someone from the back.

"What's a Beowulf doing here?" it was Neptune, he and his team mates seemed to have finally woken up.

"It's ok I am not going to harm you." The Beowulf said trying to calm them, but to no effect.

" A..A..A TALKING BEOWULF!?" His team exclaimed freaking out. Waking Ironwood's soldiers who also freaked out when he tried to calm them down and explain.

"Leave this to me,." Yang said with a wink as she rushed over and in one swoop slapped them all across the faces. "Now be quiet and let the man explain."

"Actually, he hasn't really explained anything yet." Penny interjected.

"Penny since when have you been awake?" Ruby asked.

"I've been awake since we took off, it just took me a while to regain motor function." Penny replied. "But that still doesn't change the fact we don't really know anything about him."

"Well, what would you like to know?" he asked.

"If you don't mind why or how did you end up in that valley, you said you were trapped in it for ten years, right?" Blake asked.

"Well my story begins in the village of Feign, well actually a little before that in the Kingdom of Vale. I was born to a team of an amazing huntsman and an astounding huntress. Both my mom and dad were huntsmen who would go on all kinds of missions around the kingdom. They meet after being paired together with each other on a team. My father was a Faunus and my mother was human. They told me that such couples weren't always accepted publically, but not to the point anyone really said anything about it. One day my parents went out on a mission while I was being babysat by a friend of my mom's, some idiot kids who thought they could wonder outside the kingdom without any weapons had gotten themselves stuck on top of ledge surrounded by Grimm. My dad died protecting them and while trying to save him my mom was critically injured. She saved the kids, but her career as a huntress was over. She eventually couldn't stand to be in Vale, too many memories with my dad I guess, so we moved to Feign village. She once told me that my dad was born in Feign, so she thought it would be a good place to start over. She used what savings she had to pack us up, move into a nice home and open up a flower shop around the corner. Apparently, she had always dreamt of owning a flower shop when she was younger due to her love of botany, still have no idea how she went from that to being a huntress, but that's life sometimes. Feign boasted how it was a picturesque place for humans and Faunus to live peacefully, but that isn't exactly true. While they don't have any real _reported_ hate crimes, it's because they merely don't report them. The populous as a whole still hates each other, but pretend they live in peace in order to get people and businesses to come to the village allowing for a continual cash flow so they can afford huntsmen for the fall and winter months when the Humbert Aconitums are not in bloom. That's how the village has had so much "success" outside the kingdoms. The golden rule of Feign village is if you don't try to change the status quo everything's good, but try change anything, like say introducing a human-Faunus hybrid into the populous. Then they have a problem with you."

"So they called you names, big whoop." Cardin taunted, earning dirty looks from everyone listening.

"Oh yeah they did do that, in addition to cutting off one of my wolf ears and even trying to cut out my right eye!" he rebutted gesturing towards his clipped ear and the scar on his right eye. "The real kicker was the police wouldn't do anything and the local doctor refuse to treat the bleeding, crying six years old all of this happened to."

"THEY DID THAT TO YOU WHEN YOU WERE SIX?" the bulk of the group exclaimed, with the exception of team CRDL.

"I was culled by an older Faunus boy and not even a week later a few humans held me down saying wanted my ears to 'match', but I struggled and they ran off after accidently cutting my eye."

"Culled?" Ruby asked.

"Some Faunus hate humans so much that they hate the very thought of an interracial child. So in order to show that they are only _half_ of a Faunus, they will go as far as cutting off an ear or an antler or cutting off half of their tail." Blake explained sharing a look with Velvet and Sun.

"That's horrible," Penny added putting her hands on her cheeks.

"Most of my early memories were of adults giving me dirty looks and telling their children not to go near me. Some of the parents even encouraged their kids to throw rocks at me and to call me names. Heh, one time they even tried to spread a rumor that I was the thief who stole from the teachers' break room in the school. Of course this was easily disproven by the fact I actually didn't even know the school had a break room let alone where it was and the fact that none of the teachers reported anything missing. Even still I was suspended and everyone in the village started calling me a thief. But through it all I can still look back and smile, a little, because I had my mom. She always stood up for me even when I wish she hadn't."

"If it was so bad why didn't you guys move?" Mercury asked.

"We had only lived in Feign for about a year and a half before I got trapped in that valley. About half way through that time frame we became aware of what Feign Village really was. My Mom wanted nothing more for us to leave once the villagers found out I was half-human and they started to treat me horribly. However, we used up almost all of our savings just getting there and getting everything set up. We didn't have the money to afford to move somewhere else, and my Mom didn't have any living relatives who we could live with so we were on our own. She did everything she could in order to save up enough so we could move and at least stay in a motel for a while. She did all she could, she even picked up two additional jobs washing laundry and cleaning houses, even went as far as to be an instructor in basic huntsmen training methods for those that wanted to become huntsmen. I can't even remember her once spending anything on herself, she would even sow her clothing back together when it ripped instead of buying a new shirt or whatever. The villagers who came into her store would make Frankenstein jokes about her clothing. She worked so hard and in one day I ruined everything."

"What do you mean?" Nora asked.

"The day I got trapped in the valley, the day before we were going to finally leave that horrible place, the local school bully called me out to fight in a secluded clearing near the edge of the village. Normally we weren't supposed to go there, it was the one section of the village that had had wild fire earlier that month and Grimm had been seen in the area. Looking back I should have just walked away, but I had reached my breaking point, I couldn't take 'just walking away' anymore, I knew the odds were I would never see him again, so I said I'd meet him there. It was supposed to be a one-on-one fight, but when he realized he couldn't beat me on his own his friends joined in. My mom had taught me a little about fighting and how to use my aura, just enough to defend myself if attacked, but it was still a nine or ten-on-one fight. They held me down and one of them yelled "Grab a rock", when I saw at least three of them heading towards me with rocks in their hands I honestly thought that was the end. That's when I heard it, the howl of a Beowulf, I had heard them all the time at night, but this was different for the first time I had seen one up close. Standing there looking at us with those piercing red eyes. We all ran for our lives, I was so busy with the Beowulf chasing us I didn't notice the bully running next to me take the rock he was still holding and bash me in the face with it."

"There I was an injured tired little kid pinned down by a Beowulf using what little strength I could muster to prevent it from taking a bite out of me. I don't really remember what exactly happened next, but I remember thinking that if the Beowulf wants to take a bite out of me then I'll do the same. That's how I discovered my semblance; consumption. "

"Huh?" Ruby responded looking confused.

"I can consume anything and temporarily integrate it into my biology."

"What?" Ruby asked scratching her head looking more confused.

"Say I ate a rock, I could for a short period of time turn my skin into stone or produce rocks from my body." He explained.

"Wow, that..is..soooo cooool!" Ruby said.

"…uh…Thank… you."

"So you look like a Beowulf because you bit one?" Pyrrah asked.

"Not exactly, you see with rocks or things like that the ability to imitate its properties eventually disappears after a while. With Grimm however, well not only does it not disappear, it eventually wants more. If I don't consume a creature of Grimm every so often I experience horrible… side effects."

"Like what?" Jaune asked.

"Let's just say the milder side effects are along the lines of crying blood, suffocating chest compressions, and continual vomiting/diarrhea for days on end."

"Oh.." Jaune replied.

"Do we even want to know about the more severe side effects?" Yang asked.

"No, no you do not." He responded bluntly. "Albeit even eating the Grimm itself has its own has some risk. Grimm are creatures of darkness, beings that those who walk in the daylight should never intermingle with. Every time I consume a creature of Grimm I run the risk that its hatred for humans and Faunus will meld with the already existing Grimm in my system, or even my own negative emotions, and overwhelm me. Just like it did on the day I got trapped in the valley." He paused trying to hold back his tears or at least hide them by covering his face with his hand.

"If you don't feel like talking anymore you can stop." The cat-eared Faunus said realizing how much this was upsetting him.

"No, it's ok, I might as well finish the story." He said taking a deep breath to calm himself.

"Like I mentioned before, when I consume Grimm I run the risk that the madness of the Grimm can take over my mind. The first time I experienced it… it was like drowning in darkness. I don't know how much time had passed or what I did during that time, but I came to as my body was returning back to… in the center of town… surrounded by lots of people… and a few huntsmen. I remember just standing there, looking at those shocked faces looking back at me, until someone yelled "KILL THE MONSTER".

Everything that happened next were the things of nightmares. I don't know how I managed to get out of there, but all I could think of was getting home. I have never been so scared. I remember pushing open the front door and running into my mom's lap… and… and just crying. Before she could even calm me down a brick came flying through the window. Everything just happened so fast; people yelling they were going to kill me, my mom trying to sneak me out the back door only to be blocked by one of the town's huntsmen, my mom fighting him as best she could as our home is being set on fire from the outside. I just sat there scared… a..as I watched him KILL my mom" his voice cracked. "Right in front of me. I couldn't do anything… I couldn't save her. The last thing she said to me was to run. All I could do was run... I left her there…I left her there" He his voice cracked as he began to cry.

Weiss handed him a handkerchief. She and the rest of those present remained silent, not sure of what to do or even say. After several minutes he eventually calmed down.

"Are you ok?" Yang asked.

"Yes, I'm ok, sorry to..." He trailed off trying to think of what to say.

"Its ok man we all understand." The blonde comforted putting her hand on his shoulder. "I don't think anyone would hold it against you. You were just a kid when this happened right?"

"..."

"You were just a little kid, there wasn't much you could do and your mom wouldn't have blamed you. It's like you said she wanted you to survive, she'd be happy that you're ok."

"D..do you mean that?"

"Of course, " The blonde brawler said with a smile.

"Thank yo, that means so much to me."

"No problem." She replied.

"That's why I it's so important to for me to visit my mom's grave, just so I can say my final goodbyes and finally put some of these emotions to rest."

"Well I don't mind, but you probably should as one of the professors when they wake up, though I don't see why they would say no." Velvet said, getting a look from Coco who still seemed angry towards the Beowulf, but at a greatly diminished capacity after hearing his story.

After that, there was a long pause both sides unsure of what to say next.

"Can I ask you a question?" Ruby asked directed at the Beowulf sitting next to her to end the silence.

"Sure" he responded nonchalantly.

"What do we call you?" Ruby asked drawing in the attentions of everyone else.

"Call me?" He responded not fully understanding what had been asked.

"You know, your name." Ruby responded. "You do have a name, right?"

"Yeah, if you're we're taking you to Vale with us we should at least know your name." Yang chimed in.

"It does seem like a bit of an oversight on our part." Blake added.

"My name…." He looked at the ceiling, musing "… you know it's been almost nine years since I've actually even said my own name." He chuckled somehow amused by his own statement.

"Did you forget it?" Ruby asked innocently.

"No, no, I'm just realizing how long it's been." He said sounding almost remorseful. "My name is William Beorthwulf."

"It's nice to meet you, William." Ruby said shaking his hand, smiling.

"Uh, I hate to be the bearer of bad news, but there is no way a Beowulf can just walk around Vale, willy-nilly." The white haired heiress stated.

"Willy-nilly?" Ruby murmured earning a look from Weiss.

"Oh that's right I still haven't showed you what I really look like." William said gently slapping his forehead realizing he forgot something so obvious.

"Wait your wha…" Weiss began before stopping as his body began to rapidly disintegrate the same way other Grimm do.

As William began to disappear a form began to show among the disappearing Grimm ashes revealing a young man with fair skin, pitch black hair that was on the long side for a guy, wolf Faunus ears with the left ear cut in half, the same purplish-blue eyes now appeared in a more human form without diminishing in color or clarity, a scar on his right eye starting just above his eyebrow cutting through it and ending at his jaw. His clothing was well worn; a simple faded light purple shirt with a small tear on the left shoulder, faded blue jeans, no socks, and tattered black shoes with a hole in the top of the left shoe with his toes clearly visible.

"Well how do I look?" William asked jokingly as he stood up and turned around to show everyone. Looking at them he noticed most of the people who saw his transformation had their jaws on the ground including a recently awoken Dr. Oobleck, Professor Port, and Emerald who were in the dark as to what they had just witnessed.

At that moment William knew this would be interesting, to say the least. However, he didn't have the slightest idea how "interesting" things would become for him and everyone else.

* * *

 **Well now that school and finals (which I aced) are done and I am just basically lounging around for the next few weeks maybe I will even be able to post chapter 4 soon. Maybe.**


	4. Chapter 4: Worth some extra credit

Chapter 4: Worth some extra credit

During lift-off, some of the pursuing Grimm managed to do minor damage to the Bullhead causing them to make an emergency landing. This, however, did work in everyone's favor as it allowed William to retell his story to those who had recently woken-up, at this point everyone who had been unconscious was wide awake with even more widened eyes when they heard William's story. After the initial shock had worn off and most of the people present had finally managed to pick their jaws off of the ground everyone began to talk more comfortably with each other, with a few awkward and uncomfortable moments here and there.

It was only about four or five in the afternoon so the pilots didn't need to worry about not seeing what they were doing in terms of fixing the airship. While they were doing that the group moved to an adjacent hill to spot any incoming Grimm and to talk.

"So what does Grimm taste like?" Nora asked abruptly.

"Well there's no singular answer to that, each creature of Grimm has its own unique flavor; Ursa have a tough chewy beef jerky-kind of taste, Boarbatusks have a sweet and smoky flavor, but aren't very filling, Deathstalkers don't have a lot of flavor to them, but have great texture and are very nutritious, and Beowulves taste like a rich juicy steak without an ounce of fat on it," William replied licking his lips.

"What about Nevermores or King Taijitu?" Sun asked.

"Can't really say, I've never eaten those two species of Grimm before." The half-wolf Faunus replied.

"Hold on I think you're all kind of missing something here," Cardin exclaimed Earning the inquiring and skeptical looks of the group. "We've got a Faunus freak of nature and a Faunus spy who's been hiding as a human this whole time." He said gesturing towards William and Blake who in all of the excitement still had not put her bow on, but simply jammed it in her pocket.

"He has a point." General Ironwood stated.

"You can't be serious?" Professor Goodwitch asked giving him a look.

"While Miss Belladonna has certainly proven herself as a huntress she did still conceal her identity as a Faunus and William though he did help save us, he was the one who put us in danger in the first place. Additionally, we still know little about him." The general replied.

"I'm sorry, but I've told you everything there is to know about me, what more could you want?" William interrupted.

"It's not some much your story it's, in regard of whether or not we can confirm it and that your Grimm powers pose no threat. You yourself stated that you need to habitually consume Grimm and when you do you run the risk of losing control, did you not?"

"That is true, however in the ten years, I've had this power I have trained myself to resist the influences of Grimm. As I am now its effect is almost nominal. The simple fact we are able to have this conversation should at least provide some proof of my control." William replied with aggression in his tone.

"That may be true, however, I will have you know that while you are in Vale I will have you under strict surveillance and if you show even the slightest sign of being a danger to the citizens I will not show you any leniency, do I make myself clear?' General Ironwood stated in a demanding tone.

"What about Blake she's a lying traitor!" Cardin exclaimed.

"OH WOULD YOU JUST SHUT THE HELL UP!" Yang yelled with her eyes turning an indicating rage red.

"What? She lied about who she was and for all we know she could be a White Fang spy or something!" The brown-haired boy yelled back.

"YOU…"

"YANG!" Blake shouted to stop her partner from making things worse.

"Do you want to know why I hid the fact I was a Faunus?" Blake said walking right up to Cardin. "It's because of people like YOU, people who think that all Faunus are criminals and delinquents, that we are born supporting the White Fang, that we are a lesser people. Well let me tell you something, I rather be seen for WHO I am not WHAT I am." The black haired Faunus said pushing her finger against Cardin's chest plate looking as angry as that fateful argument with Weiss when her teammates learned of her heritage.

"Blake." General Ironwood interjected. "If what you just said is true then I will not doubt you. You have already proven yourself as a huntress by defending the kingdom when the Grimm broke in and I see no reason to not continue to trust you."

"Oh, thank you," Blake responded as she and a few others were caught off guard by Ironwood's atypical acceptance of her position.

"When he said the White Fang did he mean the peaceful protest group?" William responded looking confused. "What's so wrong with that?"

"How do you NOT know about the White Fang?" Sun asked with a number of confused looks looking William.

"Remember he's been trapped in that valley for the last ten years," Blake said looking at Sun and then to William. "About five years ago the White Fang switched from being a peaceful protest group to a far more violent collective. Even going as far as attacking stores that refused to serve Faunus and even stealing Dust shipments from companies that used Faunus labor."

"I…I had no idea," William said looking completely shocked. "Some of the news articles said things like that, but I didn't believe them. The local newspaper had been calling them a terrorist group ten years ago when it WAS a peaceful protest group, right?" William asked before receiving a nod from Blake.

"News articles?" Weiss asked.

"The village uses the northern base of the valley as a garbage dump. That's how I got a lot of my supplies; tools, books, clothing, and yes newspapers."

"Ew, you got your clothes out of a garbage dump," Weiss replied.

"Didn't exactly have much of a choice," William rebutted.

"That reminds me, you said earlier Feign Village hires huntsman during the winter months when the Humber Aconitum isn't in bloom, right?" Mercury asked.

"Yes, that's correct," William responded.

"Then why didn't you just leave during the winter months, I mean you've had ten years, it seems like you could have left at any time."

"Well it wasn't that simple, when I first got trapped it was in the spring, and the only area near the valley where there isn't any Humber Aconitum is the northern end of the valley, which is at the base of a steep cliff made of rock that is too hard and too steep for me to climb up. When I said they hired huntsmen during the winter months, I should have said when they get snow."

"What's the difference?" The gray-haired boy asked.

"The Humber Aconitum is a unique plant that can actually bloom all year round if the conditions are right. Feign Village actually only gets snow very rarely, however, when it does it is usually a disaster and that is why they work so hard to have a surplus of cash for that time of year on the off chance they get snowfall. Unfortunately, the last ten years have actually been the perfect conditions for the Humber Aconitum to bloom year round."

"What about when it rains?" Ruby asked.

"Even if the pollen isn't in the air, the petals and even the stem of the plants themselves are harmful to Grimm. Just touching them will cause an intense and agonizing burning sensation that will last for HOURS." William explained.

"Are we talking from experience?" Mercury asked sarcastically.

"What do you think?" William replied equally as sarcastically. "Now I have a question for you." Directing his attention towards Mercury and his team.

"Sure, what do you want to know?" Cinder replied.

"How is that you and your teammate with green hair took so long to recover from my little concoction and correct me if I'm wrong, but don't students usually group up in teams of four?"

"Yeah now that he mentions it, I don't think we have actually ever met your other teammate." Weiss chimed in.

"Well I can't really answer about the poison, perhaps we just got an extra dosage, and as for our fourth member she is currently dealing with some family issues at the moment." The amber-eyed woman replied.

"Oh, I'm sorry to hear that, is everything ok?" William replied.

"Don't worry, one of her family members is just going in for a routine surgery, and they just want her there, she will still be able to attend the Vytal Festival."

"Vytal Festival?" The wolf Faunus inquired.

"You don't know about the Vytal Festival?! It's sooo cool, there's a tournament and food and a dance and it is AAWEESSOOMMMEEE!" Nora 'elaborated'.

"Well that sounds interesting, maybe I'll participate."

"Uhm, you can't William, it's for huntsmen and huntresses in teams from the four training academies. Well unless you want to enroll at Beacon, form a team with three other people, and then pass the combat exam clearing you to participate in the Vytal Festival all in the next three weeks." Ruby stated, earning a number of stunned looks from those around her.

"Well… that was oddly specific, however, I don't think I will be doing any of that."

"Why not?" The girl in the red hood asked.

"Well, I guess it's just a matter of the fact I'm not fond the idea of becoming a huntsman. Not that there is anything wrong with it if that's what you want, but it's just not for me."

"Why?"

"No real reason, just the thought of being a huntsman never really appealed to me."

"Where do plan to go after you visit your mom's grave?" Ruby asked.

"I don't know, I guess I just have to figure that out after I've visited her grave," William replied looking visibly distressed by Ruby's question.

The group continued to chat for a little while longer before the piolets signaled that they had completed the repairs. They boarded and took off. When the group had arrived at Beacon it was already past midnight. Their 'small engine problem' as the piolets called it added a good four hours to their trip. As they were landing William noticed a grey-haired man wearing a black suit, green scarf, and holding some kind of weaponized cane.

"Professor Ozpin, what are you doing here?" Ruby asked as the Bullhead's doors opened up.

"Well when a number of my students, students of other academies, and my colleagues take significantly longer than expected for what should have been a simple harvest tour, it is only natural for the headmaster to be concerned." The man responded. "Speaking of which how did the mushroom picking go?" He asked triggering looks across the group as they realized that they had, understandably, completely forgotten the whole reason for their trip in the first place.

"Well... You see the thing is…" Ruby began.

"We didn't find the mushrooms!" Nora blurted out. "…but we did find a Were-Grimm so do we still get the extra credit, PPPPLLLLLLEEEEAAASSSSSSEEEEE?" she begged gesturing with her hands.

"Were-Grimm?" Ozpin replied raising an eyebrow.

"uhm, yes that would be me," William stated raising his hand halfway as he sheepishly walked closer to the front of the group towards Ozpin. "Hello, I am William Beorthwulf, nice to meet you." He greeted.

"And you are this 'Were-Grimm'?"

"Yes, though I have never actually been called that before, but it is kind of an accurate name." The Faunus boy answered nervously.

"And what exactly is a 'were-Grimm'?"

"I think its best I show you," William replied before moving from the crowd as a black substance that resembled a mass of hair shavings, like one would see on the floor of a barbershop after an overdue haircut, crept from along his spine covered his body as his bones visibly shifted to more monstrous form. Once he had taken the shape of an unarmored Beowulf the white bone-like substances began to push out of his body and take the form of the Grimm that they had fought earlier. The finishing touch being his right eye turning piercing red, the typical for Grimm and his left eye remaining its normal bluish-purple. Though the process itself actually only took less than a few seconds to those watching it seemed as time had slowed down. Even those who had seen him transform from his Grimm form were hit with a sensation of awe anew as they watch the young man before them turn into the beast they had fought before.

"Well, that was certainly… a surprise." Ozpin stated looking only somewhat dazed by what had just happened before him, at least to his students, to those who knew him he was in monumental shock. "I guess that counts enough for extra credit."

"Yes!" more than a few students celebrated.

"Well, I guess I'll just be on my way," William said as he reverted back to normal, trying to get away.

"Hold on, you can't just leave." General Ironwood said.

"Well then are you going to escort me?" William replied with anger in his voice.

"I understand how important it is to visit your mother's grave, however, we cannot just let you go until we have a team of huntsmen who can monitor you..."

*low roaring sound*

"What was that?" a number of people asked unison.

"Um, sorry that's my stomach." William blushed.

"That was your stomach, that's a little hard to _digest_ ," Yang said with a number of people putting their hand on their face and shaking their heads.

"It is late, perhaps we all should get something to eat and you should visit your mother's grave in the morning." Dr. Oobleck interjected.

"Where would I even stay?" William replied getting more than a little annoyed.

"You can stay in team PRPL's old room, their room has been empty for a while." Ruby chimed in.

"Who is team PRPL and why is their room empty?" The Faunus boy asked.

"Well, they were a team that was attending Beacon until about a month ago," Ruby answered.

"What happened?"

"They weren't really the best students and when professor Goodwitch lectured them they didn't take it too well," Jaune explained.

"Who is professor Goodwitch again?" William interrupted.

"I am." The blonde teacher replied. "And I'll have you know they got everything they deserved."

"What did they do?"

"They snuck into professor Goodwitch's house to attack her, however, they came in through her bedroom window as she was coming out of her shower and… well…" Yang led on.

"I get the gest… they're still alive, right?"

"Well, last I heard they should be able to remove the catheters in another six months or so." Professor Goodwitch responded with a slight grin.

"Ok remind me not to make her angry," William stated.

*louder roaring noise*

"Alright, I am hungry and tired I'll go along with your idea until morning," William admitted defeat to his growing hunger.

"Well, there's still the matter of the fact that the cafeteria is closed," Blake stated.

"Then why don't we go into town and get our dinner on a roll," Yang suggests earning a similar response to before.

"Please stop," William asked. "Your puns are actually causing me more damage than your punches." He said earning more than a few laughs from the group.

"Miss Xiao Long does have a point since you all have apparently been through a lot why don't you see if you can find an open restaurant, on Beacon," Ozpin said pulling out the Beacon Academy Black Diamond cooperate credit card. "And as for you Mr. Beorthwulf you can stay in team PRPL's old room until your business has been concluded, but before you leave I'd like to talk with you some more and gain a full understanding of the circumstances surrounding your abilities. Perhaps even finding a place in Beacon for you."

"Thank you for the food and a place to stay, but there is nothing you can say that will convince me to attend Beacon," William replied as he and the group walked towards the shuttle that would take them into town. Cinder's team declined Ozpin's invitation and General Ironwood needed to take Penny to get checked out.

Eventually, the group managed to find a pizza place with a buffet and almost no one else in it. Ozpin paid for everyone's meal and they began going in line picking up their food. William was easily the most excited about this.

"William you know you're only supposed to grab what you can eat," Weiss commented noticing that William was carrying about six pizzas worth of slices on his plate not counting the half dozen breadsticks, small salad bowl, and a healthy helping of pasta.

"Yes, I'm aware of this." William responded cocking his head toward the sign at the start of the buffet line that read 'only grab what you can eat'.

"Well don't you think that's a bit much?" The heiress rebutted.

"Not really, this is just the first course." He replied.

Much to everyone's surprise he was true to his word. In a consistent pace, he was eating three slices in the time for a normal person would take for one slice, William efficiently reduced the mountain of food into crumbs before everyone's eyes. He then got up and went back to the buffet, got another plate of equal size to the first one. As he began to eat his second helping he retold his story to professor Ozpin who sat across from him, who only interrupted to inquire further details about the given topic. Once William had finished his story the Grey haired headmaster began inquiring about William's interest, his thoughts on philosophy, and why he was against being a huntsman. Just like his first plate William eventually reduced it to crumbs without even slowing his eating pace in the slightest. Once done he went back to the buffet for the third time.

"Where do you put it all?" Coco asked.

"My transformations use up a large amount of energy so I need to consume a lot of food. On average I eat about three or four whole Beowulves a day." William explained before heading towards the buffet.

"Well, you certainly have a healthy appetite," Ozpin commented as William sat down with a third overloaded plate. "As for your mother's grave, do you know where she is buried?"

"Well no, all I know is it is a graveyard near Beacon Academy, how many of them can there be anyway?" William asked putting his pizza back on his plate.

"There are actually eleven graveyards all within ten miles of Beacon Academy," Ozpin replied.

Williams's eyes went wide. "Eleven? Is there some way I can narrow down the location?" he asked with an obvious concern in his voice.

"I guess the first step would be to identify your mother, I do not believe you have actually given me her name. Nor do I recall ever meeting a huntress with the last name Beorthwulf."

"Well Beorthwulf was my father's name, my mother kept her maiden name Habile, Dawn Habile."

"WHAT?" Professor Goodwitch replied. "You're Dawn's son? You're her Lowell?"

"You knew my mom?"

"Lowell?" Ruby asked.

"My mom would call me Lowell as a nickname, but the question is how do you know my Mom's nickname for me?" He said focusing on professor Goodwitch.

"You don't remember me do you?" Professor Goodwitch asked.

"As far as I'm aware today is the first time we've ever meet."

"When you were four, your mother left you with a friend for four months while she was going in for surgery for her injuries?"

"Yes, she left me with a friend of hers, I remember her having blonde hair and she wore glasses…" William trailed off connecting the dots.

"You, you were her friend?"

"Yes…"

"Why didn't you, why didn't you help her… help us." William said trying to hold back his tears swelling with conflicting emotions of anger and sadness.

"I didn't know. Your mother and I attended Beacon together. However, when we graduated we lost contact. It wasn't until she had been critically injured and she needed someone to watch you while she was to go in for surgery that she got in contact with me again. She did not want to talk about your father who had recently passed and I did not want to pry. When your mother left the kingdom of Vale I was working as a freelance huntress going on various missions. In the time you and your mother lived in Feign I had taken on a mission to protect a group that was trying to create an expansion of Vaccuo. It was two years before I could try and get in contact with Dawn again, but when I tried, I had been told both you and she had died in a fire. It wasn't long after that I became a teacher at Beacon."

"Oh." William murmured slumping back in his chair. "Heh, I tried to kill my mom's friend and the only other person who ever looked after me." He lamented. "I am quite a piece of work."

William remained quiet for a while before someone spoke up.

"William I don't hold anything against you, given all you have gone through I am the one who should be apologizing for not looking further into your mother's death." Professor Goodwitch said apologetically.

"Do you know where my Mom is buried?" William finally asked.

"Yes, she is buried in Aesop's Fables cemetery. I can take you to her grave tomorrow morning."

"Thank you." He replied still looking depressed.

"Come on man don't beat yourself up, with everything you've gone through there's no way we could hold it against you." Yang comforted with several nods from the group. "Besides I'm sure once we get to know you we'll find out you're a _fun-guy_ ," Yang said holding up a slice of pizza with mushrooms on it. As her teammates facepalmed themselves William and a few others began to chuckle.

"Speaking of fungi you never did tell me if you were able to find any Vie Verte," Ozpin asked taking a sip of his drink.

"Vie what?" William asked.

"Vie Verte, it's the mushroom we originally came to the valley to find. They grow to the size of this napkin dispenser with a dark green top and a tanned stem." Pyrrha elaborated.

"Why were you looking for a mushroom like that in the Valley of Grimm?" the 'Were-Grimm' asked.

"We received a tip that it was growing in the Valley of Grimm." Professor Ozpin answered.

"I'm sorry but I have been over every square inch of that valley and never seen a mushroom even closely resembling that kind of mushroom."

"Well it's supposed to grow only every thirty years, so maybe it only recently appeared in the center of the valley." Blake rebutted.

"Again I'm sorry, but it seems you were sent on a wild goose chase, though I did move between living locations in the Valley I usually stuck to the center of the valley because that is where Grimm activity is the lowest. I would notice if a species of mushroom suddenly popped up."

"Who would send us on a wild goose chase?" Ruby asked out loud.

"Perhaps it was a wild Grimm chase," William stated. "Perhaps whoever sent you to look for this Vie Verte actually want you to find me. Although that just raises more questions."

"What do you mean?" Ruby asked.

"Well, outside of the people of Feign Village, you're the only living people who should know that I'm not some run-of-the-mill Grimm. This can only mean that someone from Feign Village wanted to either have your team eliminate me or for me to eliminate you and bring on the wrath of Beacon Academy for killing some of its students. However, if what you said is true about this Vie Verte only growing every thirty years means that the person who did this either found a way to grow these mushrooms or by some means had access to a preserved specimen. However, I honestly can't think of anyone in Feign Village who could pull something like this off."

With that everyone returned to a more awkward silence as everyone ate quietly. After everyone had finished eating and William cleaned his fifth plate everyone left the restaurant and headed back to Beacon. Professor Ozpin got the key to team PRPL's old room, team JNPR had a spare pillow and blanket they loaned to William.

When he walked in he noticed that the room was fairly empty. There were four beds each pushed against one of the walls. A thin layer of dust coated most of the furniture, evidence that no one had stepped foot in this room for a while. The only proof that anyone had even inhabited the room was a large number of the clear tap edges in groupings of four all over the walls, apparently, the previous tenants had more than a few posters. By William's count, there had been at least twenty posters scattered around the room.

William only bothered to try and count them as a means of distracting himself. His thoughts were swirling between too many things for William to keep track. Professor Goodwitch agreed to allow him to eat breakfast at the cafeteria and then take him to his mother's grave. However, he couldn't find comfort in this.

 _I don't even know what to think of all this; the people I tried to kill are the ones who got me out of that valley, heck one of them was Mom's friend. And I tried to kill her… So many things happened, but I finally get to see you again mom, just wait a little longer._ He thought as he slowly succumbs to heavy eyelids allowing them to finally close. So many things had happened, so many things weighed on his mind before they slipped into the void as he yielded to his body's cries for sleep. These things can wait all that is important now is sleep.


	5. Chapter 5: Resolution and the next step

**Hey everyone, I'm so happy people like my writing. THANK YOU ALL! This one will be longer than the others since classes will start soon I have no idea when I will be able to write more, so I hope this will tide you guys over until the next time I can.**

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Chapter 5: Resolution and the next step

Moring eventually came when William was woken up by a knocking on his door, it was Ruby.

"Hey William we're going to get breakfast and I thought you'd like to come with us." She said through the door.

William still a little sleepy walked over to the door and opened it. Standing before him was the short red haired girl smiling as happily as always.

"Good morning Ruuuubbbbyyyy." William greeted with a yawn.

"Morning." She replied.

William exited his room seeing the rest of team RWBY and all of team JNPR waiting for him. They traded good mornings as they lead William to the cafeteria. It was a large standalone building with rows of long brown tables, vending machines, and a buffet line in a separate room with only an entrance and exit connecting the two rooms. Everyone got their food, William got an overstocked plate reminiscent of last night. One-by-one each of them scanned their student ID, when it came to William Ruby handed a note to the lunch lady, with which she waved William to pass through.

"What was that note?" William asked Ruby.

"Professor Goodwitch gave it to me to clear you for breakfast even though you aren't a student. She figured you might need it."

"I do believe she was right." William chuckled.

Everyone got setted team RWBY and William on one side and team JNPR on the other. They chatted a little, Nora tried to get someone to challenge William to an eating contest with the loser possibly having to do something embarrassing. Surprisingly William was the one to decline first stating he didn't have the same appetite he did last night.

"Are you sure, because I have a gut feeling that says differently." Yang said with another face palming pun as she gestured towards the mound of food on William's plate reminiscent of last night's.

"I haven't used my Grimm powers since last night so I don't need to eat as much." William said digging into his food mountain comprised of every breakfast food the cafeteria had to offer.

"Right, so a normal meal, if you don't use your powers, is one pile of food instead of five?" The blond brawler asked.

"Basically."

"Oh, that reminds me." Ruby stated. "Professor Goodwitch said to bring you to her office when you finished eating breakfast."

After everyone had finished eating Ruby began guiding William to professor Goodwitch's office followed by the rest of her team and team JNPR.

"I don't mean to be rude but why are you guys coming with us?" William asked after walking for a few minutes.

"Come on, we've been through too much to simply stop now." Yang stated.

"This will be very emotional moment and if you need a shoulder to cry on we'll be there." Jaune added.

"You are aware that I DID try to kill you only yesterday, right?" The wolf Faunus asked.

"Meh, Water under the bridge." Nora said shrugging it off.

"Ok, you can come." William said admitting defeat.

After Ruby somehow accidently got them lost they eventually made it professor Goodwitches office. William walked up to the door and knocked on the door.

"Come in." a female voice said from within the office.

William opened the door and walked in. The office was fairly large, almost twice the size of the dorm room William had slept in last night. Professor Goodwitch sat a big oak desk that stood in the middle of the room facing the entrance. Its contents were neatly organized; a computer monitor and desktop on one side, keyboard in the middle, there were two stacks of paper on the other side with one stack in an 'in' box and the other in an 'out' box. Behind her desk were two large dark bookshelves that matched her desk, filled with books relating to numerous subjects. On both sides of the room were three file cabinets each, two plain wooden chairs in front of her desk, and on her right side was a small bookshelf with various porcelain figurines of things on it. Upon closer inspections they seemed to be entirely regarding puppies. This actually surprised William quite a bit, though he only just met her, she didn't really seem to be the type of person who would be into that kind of stuff.

"William, welcome let me just finish up this paperwork and we can go." The woman behind the desk said trying to sign the forms in front of her as fast as possible without missing anything.

"That's ok, take your time, oh, and we will be having a little company." William said pointing over his shoulder to the two teams standing behind him.

"Are you ok with that?" the platinum blonde asked.

"Well I don't think telling them not to come will mean anything?" William asked looking over his shoulder seeing Ruby and her group shaking their heads slowly while smiling.

"Very well, they may accompany us, however we will still have General Ironwood's men escort us."

"Oh yeah, I had actually forgotten about that."

After a few minutes professor Goodwitch finished her paperwork then pulled out her scroll and sent a text message, presumably to General Ironwood. When she received a reply she stood up and led William and the others to meet to the court yard where General Ironwood and a half dozen of his mechanical soldiers.

"Wow are these the newest model Atlesian Knights?" William asked.

"Yes these are the Atlesian Knights-200, how did you know that?" Ironwood responded.

"They just look like a better version of the 130s I've fought."

"When did you fight Atlesian Knights, only individuals with top clearance would have been allowed access to them?" The general asked.

"One of the people who tried collect the bounty on my head brought about twenty of them plus a half dozen huntsman. Fortunately for me the knights couldn't tell me apart from the other Grimm and with that many people in a Grimm hotspot I was able to handle them."

"Could you recognize this individual?"

"I assure you that whoever they were after what happened to them, YOU wouldn't recognize him."

"What did you do?" The general asked with clear anger in his tone.

"He tried to kill me and when he realized he couldn't kill me he dropped his weapon and ran into a pack of very angry Beowulves." William responded also showing some aggression.

"Can you describe him?" the man in the white jacket asked closing his eyes in an effort to calm himself.

"About your height with professor Port's build, light brown hair with the same style as you, three vertical scars on the left side of his neck, mid-thirties I think, really bad breath, and he used two tomahawk pistols that connected together. Does that help any?" William responded as he calmed himself down.

"Yes, yes it does. You have actually just helped me identify what happened to Walter Melon, a rouge operative. Thank you."

"You're welcome." William replied somewhat caught off guard by the generals seeming sincerity.

"Well I believe you have somewhere to be." Ironwood stated snapping William back to reality.

"Yeah, about that we are going to have a few more 'guest' accompanying us." William said pointing over his shoulder to the two teams behind him.

"Very well."

With that the group departed boarding Ironwood's private air ship. After about twenty minutes they got off and walked for another ten minutes or so. Along the way William noticed how nice the houses were; most were very well kept and decorative, but still showed family life; toys in the yard of one house, a dog house in one of the front yards, a barbeque in the back yard of another. All and all it seemed like a pretty nice neighborhood, this made William smile that his mom's grave was in such a nice and happy place. He apparently was happier than he thought as a few members of the group commented here and there about his happy smile and a supposed spring in his step. William of course denied any of this.

Eventually they arrived at their destination, Aesop's Fables cemetery. The cemetery's entrance was a twisting metal gate with its name crafted out of iron on a wooden board intertwined in the gate in an arc. William almost seemed to freeze as they came close to the entrance. He looked scared, but at the same time unsure of what it was he was even afraid of.

"It's going to be okay," Ruby said gently taking William's hand.

"Are you sure you're okay?" Professor Goodwitch asked. "If you don't think you can do this we can always comeback another time."

"No I'm ok, I came all this way I need to finally do this." William reassured.

"If you say so." She said continuing to lead him to his mother's grave.

Before William knew it he was there, staring at his mother's grave. The others decided to give him some space to himself, but still staying in sight if he needed them they would be there.

The hours seemed to just roll into one another, but for William it didn't matter. For him this was a moment ten years in the making. William sat down on the ground and began talking to his mother's grave. At first he was unsure of what to say, but as he got more comfortable everything that had be building up just seemed to suddenly start rushing out. He talked about how had escaped and lived in the Valley of Grimm for the last ten years, how he had finally discovered his semblance and his Grimm powers, and even shared a few funny stories from his time in the valley; like how he saw a bounty hunter accidently shoot himself in the same foot twice in the same day. However the tales of laughter soon turned to an intangible mix of sadness and loathing. William cursed Feign Village, the huntsman who protected it, Bill Blanch the bully who had challenged him to a fight on that fateful day, and above all else himself for his helplessness in saving her. Even general Ironwood was moved by this lament, as moved as possible for him anyway. In the time William was there it would have been no exaggeration to say that he had in fact gone through all five stages of grief in his visit as emotion after emotion was unearth after having been buried so deep for so long. And with those stages of grief finally came acceptance, he had cried all he could cry, laughed all he could laugh, swore with all the curse words he knew, and finally was able to see the light at the end of the tunnel. He had finally done it, he had finally gotten it all off of his chest and laid it bear for the world to see.

Finally feeling the weight lifting off of his shoulders William tries to stand only to find no strength in his legs and falls to the ground. His legs were completely asleep. Then it hit him all at once, it was dark, night time, the street lamps were on and the moon was high in the sky.

 _How long have I been here?_ William thought to himself before being hit with another surprise as his stomach roared so loudly it was audible from outside his body. _What the hell is going on? When we got here it was barely nine thirty, wait where is everyone?_ William tried to reason before frantically turning trying to look for the others, a task made difficult by his still asleep legs.

"William we're here." A familiar reaper's voice sounded waving as she and her friends walked over to him. "Are you ok?"

"Yeah, just my legs are asleep. What time is it?" William asked as Jaune and Yang helped him to his feet.

"It's a quarter past seven." Weiss responded looking at her scroll.

"Seven, as in p.m.? I've been sitting there for nine and a half hours?!" William asked in disbelief. "Have you guys just been standing there for nine and a half hours?!"

"Calm down slugger." Yang said trying to ease him. "You HAVE been talking to your mom's grave nine and a half hours. Honestly you almost seemed like you were in a trance. And no we weren't here the entire time, at least not all of us."

"Some of us got picked to go pick up lunch including some for you." Nora said handing three large bags marked 'A Simple Wok.' Even though the food was cold it still smelled good.

William quickly opened them and with the pace that had become expected of him ate the three comically oversized bowls worth of food in moments.

"Ah, I am full." William said rubbing his belly contently. "I don't know what to say other than thank you."

"For the food, no problem." Ruby replied.

"No, well yes the food was delicious, but what I was thank you for was sticking by me. Most people would have probably left after, I don't know an hour."

"After hearing your story and all we have been through already how could we not see this through to the end." Pyrrha said.

"Yeah, this is the end."

"You don't sound too happy about it." Blake noted.

"Well, I don't know, I've spent all this time just trying to survive long enough to get out of the valley and then just to be able to finally say goodbye to my mom. However, I haven't really thought about what I would do afterwards."

"Why don't you come to Beacon?" Ruby asked.

"I don't know, how would I even support myself?"

"Well, how would you like a part-time job?" Said Beacon's gray-haired head master as he stepped out of the shadows taking a sip from his coffee mug.

"Ahhh, professor Ozpin!" Ruby screamed as her and her team stepped back in shock.

"Why are you here and have you been here this whole time?" William asked.

"As the same as the first time you and I meet, I was concerned when a number of my students and faculty are gone for extended periods of time. As for you second question I've only just got here." He replied with a smile.

"Except I'd still need to get school supplies, clothes, and a lot of other things. Not to mention I haven't been to a doctor or a dentist in ten years." The Faunus boy argued.

"That's not a problem, in Beacon's many years there have been a number of individuals like yourself who are in need of start-up funding. Because of this there is an entire fund devoted to such purposes and as it so happens these funds has yet to even be touched this year. Additionally, Tomorrow is Saturday and Monday is a holiday so you would have three days to get everything ready, if you choose to apply to Beacon."

"And I suppose I can just go to the school doctor; catch up on any missed vaccinations, get checked for any health abnormalities, and then just walk next door to the school dentist and have a check-up without an appointment, all by Tuesday morning?" William said sarcastically.

"No, the school dentist is actually TWO doors down from the school doctor. As for the rest of your question the answer is yes. As a school for huntsman and huntresses Beacon has one of the most advanced medical facilities in the world and as many of my students come from outside the kingdom we do have the supplies to update any vaccinations and provide top notch dental care."

"You have an answer for any reason I have to say no, don't you?"

"Pretty much, yes."

*sigh* "Ok, what is this job you were talking about?"

"As you may be aware, we know very little about the creatures of Grimm that inhabit the majority of our world."

"And you want to use me as some kind of research subject, is that the gest of it?" William interrupted.

"Correct." Ozpin replied taking another sip from his mug. "You'll be paid as a consultant, meaning you'll be paid a monthly salary of twenty thousand Lien and I can give you an advance if you should ever need it."

"Hold on, before I agree to ANYTHING, I have a few terms, none negotiable. First, NO dissections. Second, if I say I don't want to do anything, WE DON'T. And last if anyone tries anything that results in them being harmed or killed by me I will not be punished. If any of these rules are violated or someone TRIES to violate them then WE ARE DONE and there will be NO second chances." The wolf Faunus said with the most serious expression he could make.

"Do you believe that you will harm someone?" Ozpin asked with his usual unphased demeanor.

"How many times have captured Grimm attacked and killed the people researching them?"

"I see your point, but to you believe you will do the same?"

"I don't know, my emotions are connected to my powers and if I ever fell threatened it is a possible risk."

"Well I can understand why you might feel threatened." Ozpin said glancing over at Ironwood's mechanical soldiers.

"Alright then, you have the world's best Grimm consultant at your service," William said shaking Ozpin's hand.

"Ozpin you can't be serious?" General Ironwood interjected.

"James, we will talk about this later." Ozpin said brushing him off.

"As for Mr. Beorthwulf, I look forward to you attending my school, now all you have to do is fill out the student application form, in triplicate, get a physical by the school doctor, as well as a record of your vaccinations, pass a rigorous combat exam, and get fitted for you school uniform, by Tuesday morning. I'll send you the forms to your room when we get back." Ozpin said smirking as he began walking towards the entrance.

"You are going to do that every chance you get, aren't you?"

"I have no idea of what you're talking about and yes."

After returning to Beacon Ozpin made good on his word to send William the paperwork he needed. Much to William's surprise the papers he had to fill out towered over the six foot tall Faunus. Additionally, William was surprised by the fact professor Goodwitch had been the one to deliver them. Professor Goodwitch had also brought the forms to make her William's legal guardian. She had volunteered to be his guardian so that he would have a permanent address for the forms, but more important than that Ms. Goodwitch said she wanted to look over William in his mother's stead. William felt touched, this really meant a lot to him, enough to almost make him cry, almost. Despite the touching moment they had, professor Goodwitch was still professor Goodwitch and made sure they did not stop working until their work was done, with the exception of a few bathroom breaks. William didn't really mind this, in fact he actually admired her work ethic. Although he wasn't too keen on the coffee she brought. As it turns out a single cup of coffee will cause him to LITERALLY bounce off the walls uncontrollably for about ten minutes. This would give Yang ammunition for her puns for the entire weekend, much to everyone's displeasure. Even with Ms. Goodwitch's help they didn't finish filling out forms until the sun rose.

William and Ms. Goodwitch decided he should get some sleep and she would submit his forms to the admissions office. She also dropped by team RWBY's dorm to inform them that William would be sleeping in and to ask them to take him to the school's doctor and then to drop by her office to pick up a credit card linked to Williams funds so he could go shopping later. Professor Goodwitch said she would go with him herself, but had been assigned to help with the planning committee for the Vytal Festival and would be occupied for the rest of the day.

It was about one thirty when William woke up, he walked over to team RWBY's door and knocked on it. As it turned out the only one there was Blake. Ruby and Weiss had to run a quick errand and Yang had to walk Zwei. Since Blake was also getting hungry they decided Blake would text the others to meet them in the cafeteria. The walk from the dorms to the cafeteria usually only takes about fifteen-twenty minutes. However for the two Faunus this felt much longer, the reason being William glancing at Blake's bow and Blake noticing.

"Is there something you want to say?" The cat girl finally asked.

"Yes, why are you still wearing that bow?" William asked. "I know Ozpin talked to that Cardin guy and his team about keeping what happened secret, however I get the distinct feeling that they aren't too keen on listening or Faunus for that matter."

"That is true Cardin has proven himself a bigot time and time again, but that isn't why I wear this bow. I… I just want to be judged on WHO I am not WHAT I am."

"Is that the real reason or just a convenient excuse?"

"WHAT?" Blake said stopping and turning towards William. "What would you possibly know about my life?" she yelled.

"Well…" William began completely calm "… I can tell that you used to be in the White Fang."

"WHAT, HOW… how do you know that?" Blake said reducing her volume before looking around to see if anyone had heard him.

"Are you aware that creatures of Grimm react to negative emotions?" He said calmly while Blake was still holding onto the collar of his shirt and her eyes widened.

"What?" Blake asked lessening her grip on his collar.

"Back when we were waiting for the pilots to get us back in the air Cardin called you a member of the White Fang. You felt concern, but not just you, but your team, Jaune's team, and that other blonde guy, what was his name again? He's the monkey Faunus with the unbuttoned shirt."

"His name is Sun."

"Thank you." William continued. "They didn't feel fear that you were a member of the White Fang, but fear of what would happen to you. This tells me they not only know your secret, but also genuinely care about you, even the one everyone calls Ice Queen."

Blake let go of William's collar and stepped back looking like she has still to finish processing what he had told her. Seeing that Blake needed to process William guided her to a bench in the court yard that seemed fairly secluded. Blake eventually regained her composure and told William her story; how she was a member of the White Fang, how it had changed, and what it was like to leave all she knew behind to try and turn her life into something with genuine meaning. William understood what it was like to want to be treated equally, but he also understood her standing up for her principles even if it meant leaving so much behind. With her secret of being a Faunus revealed Blake had been in a fragile state, but talking to someone about it helped her regain her poise not just externally, but internally as well.

"Thank you William." Blake said wiping a tear from her eye.

"No problem, but I have to ask why didn't you talk to your team about this?"

"They asked me if I would be okay when we got back the day we meet you, however I didn't want to talk about it. I guess I'm just so use to keeping things bottled up, I still have trouble talking to others."

"Then that makes things easy, I just get you to talk like I did today until you can talk about your problems yourself." William comforted.

"That reminds me, do you always ease drop on people's thoughts?"

"Oh, no it's more that some people just feel negative emotions like fear or anger more intensely than others. If it was something like regular fears and sorrows, like misplacing a shoe or dropping their ice cream on the ground, I can only detect it as much as others. I only can sense a person's negative emotions when they are extreme and/or are a relatively negative person, like Cardin or general Ironwood. Individuals who are usually more upbeat and cheerful like Ruby or Nora are completely indecipherable to me."

"You're not the only one." Blake joked.

*low growling sound* this time coming from Blake.

"I think we should get to lunch, I'm pretty sure the others are already at the cafeteria." William suggested.

"Ok."

The two quickly walked to the cafeteria meeting the rest of team RWBY at the entrance to the cafeteria. When asked about why they were late Blake, to William's pleasant surprise, told her team about what the two had talked about. Before any of them could respond Blake promised she would talk to them more, asking that they would only be patient with her. They went to get their food and when they sat down they talked more about Blake and William's conversation. Once every one of Blake's teammates' questions were sedated they continued eating lunch as normal. Once they finished eating the girls had something they needed William to do.

"William I don't want to be mean, but you need to shower." Ruby sheepishly said. "I asked Jaune and Ren and they agreed to loan you an outfit and some shower products. Oh and don't worry about the underwear, as it turns out Jaune actually brought an unopened pack of underwear with him when he came to Beacon and hasn't used any of it yet."

"Do I really smell?" William asked.

"Yeah man, you're starting to get a little rancid. " Yang chimed in.

The group went back to get his supplies from team JNPR and then William went down to hall to the showers. Much to William's dismay they were right, as he showered he couldn't help but notice the stream of mud flowing into the shower drain. He was however happy about being able to take a warm shower for the first time in he couldn't remember how long. Even when he lived in Feign the water was rarely ever more than lukewarm and even if they did get some warm water the pressure usually would fluctuate so much that it would become more than a trickle.

 _I could get used to bathing every day when they have showers like this._ William thought to himself.

After finishing showering and changing into the clothes Jaune and Ren had loaned him William felt completely refreshed and born anew. He admitted that when he looked in the bathroom mirror he did like his new look; a plain black t-shirt from Jaune, and a pair of white pants from Ren with matching socks. When he returned to team JNPR's room to return the shampoo and soap he had gotten from Ren, team RWBY was there and everyone commented on how much better he looked AND smelled after showering.

"Wow you really clean up nicely." Yang commented. "But I think you still need to brush your hair." She said brushing some of his still wet strips of hair from the edge of his left eye.

This actually proved to be more of a challenge than everyone thought, as it turned out William had not brushed his hair for the ten years he had been trapped, it was tangled and knotted to an extreme to say the least. It took three hair brushes and the combined strength of Nora and Yang just to detangle and brush William's hair. Those who were not already aware of this quickly learned that you need to be very careful when combing Faunuses, you especially need to be weary of their VERY sensitive ears.

From there team RWBY lead William to the school's doctor office. Weiss helped William sign in and sat down with William and the rest of her team in the waiting room. When William was called in by the doctor Yang offered to come with him for support, William tried to down play his desire for Yang to accompany him and his comically obvious nervousness about going to see the doctor. As it turned out Beacon's medical staff have access to a vaccination specifically for those who had received little to no vaccinations prior to coming to Beacon. William especially liked this as it meant getting one shot as opposed to several. After his vaccination he was given a typical physical which lasted for about twenty minutes, then doctor cleared him for Beacons physical exam requirements. The doctor had been informed about Williams's unique biology and told him that he would have to report back on Thursday for a thorough exam of his other form.

From there they walked to the school's dentist. William noted that Ozpin was right and it was two doors down from the doctors.

The visit to the dentist did not prove as easy as the doctor's visit. The dentist was nice and she had a calming aura about her, but since Williams teeth would shift between that of a Beowulf and a humans several times a day when he lived in the valley a number of things ended up compressed and embedded in his teeth to the point the dentist need to pull on her tools with both hands in order to just loosen the debris. His semblance did not help either a large number of the debris stuck in his teeth were things normal people would never even attempt to eat. Ruby suggested staying in his Beowulf form until they were done, however this was exceptionally difficult given the constant scraping of his gums. At one point William needed to be restrained as the Dentist accidently imbedded her dental hook into his gums. Restraining him required a combination of Yang holding down one arm, Blake binding the other with Gambol Shroud, Weiss holding his legs in place with her glyphs, and Ruby helping the Dentist pry open William's mouth to retrieve her tool. They eventually managed to finish removing all the debris from between his teeth, after three hours, and still managed to have time so the dentist could give him a lecture on how to properly brush and the importance of flossing.

From there they headed toward professor Goodwitch's office, this time Weiss insisted on leading.

When they got there William knocked on the door, but there was no answer.

"Professor Goodwitch said to come to her office, right?" William asked holding his jaw to alleviate some of the pain in his mouth.

"That's what she told me." Ruby responded.

William knocked on the door again and again there was no response. He then tried turning the knob, to his and everyone else's surprise the door was unlocked. William looked at the others and then entered the professor's office. Everything seemed to be in the same place it was when he was here yesterday, everything except for an envelope and a note with William's name on it. William opened it and read the note:

 _"William,_

 _I had to leave early to meet with the planning committee inside the envelope are, a scroll, and the card connected to your account. Please use your money wisely. Also, please note that once you have completed your combat exam you will be an official student of Beacon and your Scroll will function as both your student ID and room key._

 _p.s. please do NOT let anyone tell you are allowed to spend any money on anything other than clothing, sundries, and school supplies. ESPECIALLY Ms. Xiao Long._

 _Glynda Goodwitch "_

"Oh come on, do I really seem like that kind of person?" Yang asked to the group.

"Well… yeah kinda." Ruby replied with the others nodding.

They decided the best place to go shopping was the Silver Guard Mall in town. From the school they took an air ship to a platform where there were at least a dozen other air ships parked to take people, mainly students, to various locations in the kingdom. However, the group didn't need to take another air ship, much to William's dismay. It was at this point Yang began making puns about William's apparent love of flying, much to everyone's dismay.

After walking for about twenty minutes they had reached their destination. William couldn't remember if he had ever seen anything like it before; all the store housed in a massive building. It wasn't hard to see William was a little overwhelmed.

"Didn't Feign have a shopping mall?" Weiss asked.

"No, we had the 'business' district, but that was just a bunch of small shops." William replied.

"You poor thing, well don't worry we'll show you what mall shopping is all about." The heiress replied.

"Thank… you." William said a little unsure of what exactly that meant.

"However before that we need to do something about your foot wear." Blake suggested pointing to the hole in William's left shoe so big all five of his sock covered toes were visible.

Their first stop was a shoe store called 'Sole Purpose'. William fought off the urge to ask Yang if she had helped them name the store. Fortunately the store catered to a lot of Beacon's students so they had a wide selection of shoes that could handle the wear and tear of being a huntsman. After the third try William settled on a pair of black and red combat shoes. He wore them out of the store and discarded his old pair in the first available trash can.

School supply shopping was fairly straightforward, with Weiss unwarrantedly explaining the minuet differences between the products and their quality. Clothing shopping however proved more difficult. Weiss and Yang had their own unique style opinions and tried to 'suggest' its superiority to William. Weiss' focus was on formal wear and VERY expensive clothing from high-end retailers whereas Yang felt that more 'stimulating' clothing, something a kin to Sun's attire, suited William better commenting this only after seeing that William's shirt was concealing a very well defined six pack. Ruby acted as the voice of reason and suggested letting William decide for himself. William actually surprised the freezer burn pair by picking from both 'suggestions'. He got himself some simple t-shirts and jeans, nothing as revealing as Yang had hoped, but even she did admit he looked comfortable in them. He also bought a few reasonably priced dress shirts and pants for special occasions.

All that needed to be done to wrap up clothing shopping was his combat outfit. For this all four girls agreed they needed to go to Huntsmen's Place, a clothing store that specialized in high quality battle-ready garments for all sizes. After trying on a half dozen possible outfits William found the outfit he felt was perfect. A black hoodie with two buckles across the chest and three more on the left shoulder, matching pants, two wallet chains that can shift to knives that hang from the right side of his belt, and for the final touch black fingerless gloves with the insignia of a red wolf eating itself on the back of the hand.

As they were walking out of the store there was a question that was clearly weighing on her mind, clearly enough to provoke William to ask "Ruby, is there something wrong?"

"Yeah, why did you by those collapsible pocket chain knives?" The weapon maniac asked.

"I thought they looked cool and I'm probably going to need them."

"But you can turn into a Beowulf and you're strong enough to take on a dozen of us like it was nothing." The red reaper replied.

"Well the reason it twofold; the first being that I no longer have unlimited access to Grimm so I need to converse the Grimm I have, and second I'm pretty sure I should keep my Grimm powers under wraps as much as possible. This means I can't use my powers, so I need something to help me out in case I come across a particularly tough opponent."

"Oh, yeeeaaahhh… that makes sense."

All that was left was getting health care products; tooth brush, tooth paste, dental floss, shampoo, soap, comb, etc. Fortunately there was a Ceiling Blue nearby that had everything they needed. Blake helped when it came to shampoo and conditioner so as to not agitate his Faunus ears. They were done and out of the store within only ten minutes, the fastest time that day.

When they exited the store it was just turning nine fifteen. "Wow, it got late, but at least I got everything." William said happy that it was finally over.

"We probably should get back otherwise we are going to miss dinner." Blake said.

"Oh yeah we need to get going," Ruby said leading the others in a charge towards the platform.

When they got back to Beacon it was already ten o' clock.

"What time does the cafeteria close?" William asked.

"Ten-thirty," Yang replied.

"Ok, we've got time. I'm going to go drop all of this stuff off in my room and I'll meet you guys in the cafeteria." William said gesturing to the five large bags in his hands.

"Ok, we'll save a spot in line for you." Ruby said as they went their separate ways.

When William reached his dorm room he sat his bags down and pulled out his key, when he suddenly heard a noise behind him. Turning around quickly he saw nothing, no signs of life in the hallway at all. _Ok, maybe I'm more tired than I thought, but I could have sworn there was someone behind me_. He thought out loud to himself.

After dropping off his bags William rushed over to the cafeteria finding team RWBY standing in at the end of a small line.

"Hey guys." The wolf Faunus greeted.

"Hey, William we saved you a spot," Ruby responded.

They got their food, this time the cafeteria lady remembered William and let him through without even bothering to ask for a note, only commenting that he needed to get a student ID sometime soon. They talked for a little bit, before Yang noticing William tucking his hair behind his ears.

"Everything alright William?" The blonde asked.

"Yeah, but I think I might need a haircut, know any good places?" He asked.

"Don't worry about it I can take care of you."

"You know how to cut hair?" Weiss asked in surprise.

"Of course, Yang has been cutting my hair for years," Ruby commented.

"Just so we are clear…" William began directing his attention towards Ruby. "… You have short hair by choice, right?"

"Yeah, why?"

"Oh, just curious." William said turning back to Yang. "So when can I drop in for a haircut?"

"Drop by around noon tomorrow, I have to find my barber stuff first."

They finished eating and decided it was best to head to bed.

 _Whew, that was exhausting. Who knew shopping could be so taxing_. William thought to himself getting into a pair of pajamas with sheep on them and a white t-shirt.

Relax, it won't be long now!

"What was that? " William asked aloud looking around his room only seeing the bags of supplies he had bought. _Maybe NOW is a good time to go to sleep_. William thought as he turned off the light and crawled into bed. _Oh crap, I forgot to get a blanket and pillow so I can give these back to Jaune and Ren. And I forgot to give them their clothes back._ William thought placing his palm his forehead.

"I'll do that tomorrow," William said with a yawned letting his consciousness drift away.

The next day William woke up around seven, made his bed, and then gathered a change of clothes and his soap, shampoo and a towel so he could take a shower. Walking down the hall to the men's facilities William ran into Jaune.

"Hey, Jaune."

"Hey William, how was shopping with team RWBY?"

"Tiring, but I still enjoyed it. Oh, by the way, I forgot to get a blanket and pillow so I have to go get one, I'll have them back to you later today.

"That's ok, no rush."

"Also, is there a laundromat or anything around here, I'd like to wash the clothes you and Ren gave me before I return them."

"Yeah, there is one in the basement, avoid machine thirteen, it has a habit of taking your money. Oh, and you can keep the underwear."

"Thanks."

The two showered in separate stalls occasionally chatting about the different places William would need to learn about.

As they finished up and got dressed in the stalls and walked out Jaune told William that his team and team RWBY were going to meet in the cafeteria at eight for breakfast. Naturally William said he'd be there after he unpacked a few of the things he bought yesterday.

After unpacking his clothes and getting his things organized. William checked on his scroll seeing as it was almost eight William decided it was time to head out. As he opened the door he saw Ruby with her hand up like he had opened the door just as she was about to knock on his door.

"Morning Ruby, come to get me for breakfast?" William asked with a smile.

"Morning William and yes."

"Ok, let's go," William said as he and Ruby joined the group in the hallway.

Everyone walked to the cafeteria got their food and sat down at the same table. Yang made a pun about William _wolf-ing_ down his food. After everyone shook their heads at the blonde's crude joke they gradually got back to normal conversation. Things seemed to be going good until William wolf ears twitched as they heard the clack of heels on the cafeteria floor. Turning his head he saw what he was expecting, Ms. Goodwitch followed by general Ironwood and professor Ozpin.

"Good morning William." The blonde teacher greeted.

"Good morning."

"How was shopping, did you get everything you needed?"

"I have to go back, I forgot a couple of things."

"I see, well when you are done please return your card to me. Also regarding your combat test…"

"…Due to your unique abilities…" Ozpin interjected. "…the powers that be have decided that you will have to face a tournament style one-on-one battle with any four, non-competing, huntsmen in training selected by general Ironwood." He said gesturing to the man next to him.

"Just so we are clear you are forbidden from using your Grimm powers while sparing," Ironwood said with a less than happy tone. "At ten you are to report to the auditorium for the match."

They left and the group conversation drifted towards what the fight, who would general Ironwood pick, what he should do, what he could do, so forth. Nora had a few ideas, but William declined to use them. He wasn't sure if he was ALLOWED to break someone's legs or splash hot sauce in their eyes, but felt he probably shouldn't all the same.

Once they finished eating the groups went their separate way. Team JNPR went to the sparing grounds to practice their combinations, Weiss went to the library to study, Ruby went to the weapon shop to do minor maintenance on Crescent Rose, Yang and Blake had a 'thing' to do, but wouldn't go into detail.

William remembered the path they had took the yesterday and found his way back to the shopping mall. He quickly found a store that sold the bed supplies he need, as it turned out they were having a sale on bed sheets, buy one get one free. After buying everything he needed he then looked for a store that sold laundry detergent. One thing that could be said about the Silver Guard Mall is that is very easy to get lost. William in trying to find where he might find the detergent didn't notice what was right in front of him until he hit it. Being knocked back he looked directly in front of him only to see nothing.

"Excuse you." A soft delicate female voice said, but William couldn't see where it was coming from. "Down here." The voice said. William looked down to see a short young woman wearing a white jacket with a pink interior, a black corset, brown pants, high heeled gray boots, a pink parasol, and she wore a number beaded necklaces. However it was her hair that attracted the most attention, her hair was combed into two parts along the left lining of her skull; the left split was brown, but the right was pink with white strips.

William didn't know why, but she was just so cute he couldn't help but stare.

"Hello, anyone home?" The Neapolitan-themed girl said looking confused as to what was going on in the Faunus' head waving her hand in front of his face.

"Oh, I'm sorry I didn't see you there."

"Well, that's not an excuse."

"I really am sorry, are you ok?"

"I'm fine, but you really need to watch where you are going..." The short girl trailed off. "You…You knocked over my ice cream." The girl said getting teary-eyed about her ruined treat.

"I am so sorry."

"You owe me a new ice cream." The girl said grabbing William by his shirt.

"Ok, ok." William said getting the girl to release his shirt. "Don't you think you're overreacting, I means it's just ice cream right?"

"JUST ICE CREAM, that was the limited edition dust produced Winter Wonderland Chocolate ice cream that can only be bought today!" The short girl said angered by his understatement of her new favorite ice cream.

"Well then lead the way," William said nervously.

"That's better." The girl said before walking the opposite direction she was going.

After a short walk they ended up at a store with a giant diagonal vanilla ice cream with sprinkles and sign with 'The Sweet Stop' written in 'frosting'. The place was pack, a few more people and you would have a line going out the door. The second the short girl stepped into the store everyone went silent.

"OH SHIT! SHE'S BACK EVERYONE RUN!" Someone yelled causing everyone in the store to suddenly start rushing out of the exit. Within moments the store was empty and the person behind the counter was cowering in fear.

"Do I even want to know what that was about?" William asked turning his head and looking at the girl.

"Let me put it like this, if you get me my ice cream I won't give you a personal demonstration."

"Ooookay," William said not sure what to make of the situation.

They walked up to the counter.

"Uh… Miss, I thought you already got your ice cream." The person at the counter said looking like he was about to wet himself.

"I did, however, this guy here bumped into me and caused me to drop it." The short girl said pointing to the Faunus standing next to her.

"Well then…" said Willaim walking up to the counter seeing that the ice cream was actually fairly priced at only three lien a cone. " I'd like one cone for her and I guess I'll one for myself. You can just make them the same as her previous order."

"Interested in tasting Vale's best ice cream?" The triple colored girl asked.

"Well if it's good enough to drive you to violence and/or intimidation I figure it's either really good or you're just crazy." The Faunus boy said with a smirk.

"Probably a little bit of both." The girl said.  
The clerk looked like he wanted to say something, but was obviously holding back.

After they got their ice cream they left so people would return to the shop.

"WOW, this is the most amazing ice cream I have ever tasted!" William said after a single lick.

"Told you." The girl said.

"I can see why you would be mad about the spilled ice cream."

"Well you got me a replacement and now understand the brilliance of it, so I can forgive you." She said with a gentle smile.

"Has anyone ever told you you're cute when you smile and eat ice cream?"

'What?!" The girl said blushing a little. "You… you really shouldn't say things like that out of the blue." She said blushing.

"Huh, you're cute when you're nervous too," William said with a sinister smirk.

"Uh… I mean… stop it." The girl said blushing enough that her face resembled Ruby's hood.

"Ok, I'm sorry, but I could help but get back at you for earlier." William chuckled.

William pulled out his scroll to check the time, it was nine twenty.

"I'm sorry I gotta go. My names William by the way." William said rushing towards the exit.

"I'm Neopolitan." The girl shouted.

"I hope we meet up again." William shouted back as he exited the building.

William rushed to the platform eating his ice cream so fast it gave him a headache.

Fortunately the air ship was early, William boarded and made it back to Beacon ahead of schedule. He ran to his dorm room, dropped off his stuff and ran to the auditorium.

Only getting lost once William managed to make it to the auditorium at ten on the dot. When he entered the room he saw Ms. Goodwitch standing on the stage, professor Ozpin was sitting in the front center row along with general Ironwood and four other individuals, presumably the four he would have to defeat.

"Well now that William has arrived let us begin, William and the first contestant, Marcus Barak, please enter the arena." Professor Goodwitch announced.

The two combatants entered the fighting stage William on the right and Marcus on the left. Marcus was a large individual, roughly as tall as Yatsuhashi, completely clad in metallic armor with his face being the only exception. He was holding some kind of large mechanized sledgehammer similar to Nora's, but it did not seem capable of firing any kind of projectile. While preparing to fight William's right eye turned Grimm red with a demonic supervillain-style smile creeping across his face. Those sensed the change in the air around the Faunus feeling the pure bloodlust emitting from him. Many of them realized that this fight may become more than a fight. Even professor Goodwitch was made nervous by this transformation, William had warned her that even if he does not use his Grimm powers his right eye will always change color when he is set on fighting and that this would bring on a confident and aggressive streak in him. Never the less she signaled for the fight to start Marcus charged towards William swinging downward with one hand when he came into range. William evaded, but once Marcus' hammer hit the ground the entire stage shook with a visible electric discharge upon impact. William realized that this weapon was meant to stun the opponent after each hit allowing Marcus to continue to wail on his opponent until they were defeated or dead. This meant a single hit would be the deciding factor in the match.

As Marcus continued charging after William he began to swing sideways from his right again with that single hand, William grabbed the hammer's handle with his left hand pulling on it to propel himself forward and quickly striking Marcus' wrist with full force causing him to releasing his weapon. William with both hands swung Marcus' own weapon upward striking him square on his chin actually lifting the giant off of the ground and releasing a loud electric hiss as Marcus was electrocuted by his own weapon. William spinning the hammer to gain a proper grip swung it sideways striking Marcus in midair sending him across the stage and embedding him into the wall with an even louder electric hiss. William then charged at top speed to finish Marcus.

"That's the match!" Professor Goodwitch called out causing William to stop his swing just in front of Marcus' face. William looked up at the board seeing Marcus' aura was almost completely gone.

The remaining three matches did bring some interesting challenges. His next opponent was short orange haired girl named Azure Ethelinda dressed in a white blouse with a blue skirt, blue knee high socks, and a blue watch on her right wrist. She fought using a rapier she held in her left hand. Her striking force was below that of Weiss' however her thrusting and retracting speed was where she stood out. William managed to evade all the same, but had to remain on his toes the whole time. After William had gotten use to her attack pattern he would dodge her attacks, strike her with one or two good punches, and then fall back. It looked like all William needed to win was continue this pattern and the victory would be his. Until Azure turned her rapier from the guard up into a giant cobra with her semblance. As William quickly learned the scales and hood on this cobra was razor sharp as she managed to shallowly cut his hoodie's left sleeve. If it was anyone else they may have been at a disadvantage, but for William and his semblance it was more an opportunity for an after lunch snack. As Azure waved her handle to signal an attack William charged forward dodging under the cobra's hood and pushing forward until he came across a thinner section where he bit down as hard as he could, taking a section out of the metal snake causing cracks to stem from the bite mark. William began charging towards Azure spitting out the metal. Azure tried to get her snake to turn around and attack, but when she moved the handle the snake break in two. Shocked as her giant cobra reverted back to a broken off rapier blade Azure was too stunned to react before William delivered a deciding full force punch to her face nearly depleting all of her aura.

William's third opponent was a roughly six foot five tall tanned purple haired woman name Selena Constella. She was wearing a purple tank top, black shorts, and blue combat gloves and boots with a fist coming from a crescent moon pattern on them. The gloves and boots have a small clear hose extending from them over the outer parts of the limbs, going down her back, connecting to grey rectangles on a belt on her hips with a dial on both sides of her hip. The dials seemed to have three different colors on them. When Ms. Goodwtich signaled for the fight to begin, by the time William had realized it Selena was already right in front of him delivering a fierce and rapid succession of kicks and punches in a seamless combination. William managed to gain some distance from Selena only for her to close the gap within moments. William tried to land a few punches, but each time he tried she would dodge and use the momentum of his strikes to cause him to damage himself against her strikes. William was quickly losing ground so he tried a low sweep, Selena jump back. She then turned the dial on her hips, what was visibly red dust flowed into her gloves and boots turning them a matching red. She then punched the air sending a fireball towards William causing him to dodge. She continued punching and even threw in a few kicks as she neared William while sending a barrage of fire balls at him. William tried to dodge her attacks however he was quickly overwhelmed and one after another was blasted knocking him to the ground. He looked at the screen seeing his aura had already hit the half way mark, he knew that he needed to do something and FAST. As William got back to his feet Selena changed the dial on her right side causing the tubes to go from red to blue. She then through a right punch William had to leap out of the way to avoid it. Looking back he saw a small mound of ice where the attack had hit. It was at that moment a light bulb had gone off in William's mind. He got to his feet as fast as he could and ran full speed towards Selena. As she readied another strike William took the collapsible pocket chain turning it into a knife and threw it with full force at her right dial causing a flash as it exploded. When the powdery white smoke cleared Selena's right arm and leg were completely incased in ice. Realizing Williams plan she posed to strike the ice with her free hand only to notice too late that a second knife was flying towards her other dial. Upon impact a fiery explosion from her hip blasted Selena through the mound of ice and slamming her into the wall. Before she could recover William sprang up striking her head indenting her face into the wall and signaling the end of the match.

After such an intense fight professor Goodwtich suggested William take a break, however general Ironwood objected to this. As a compromise William asked for something to snack on after he reclaimed his knives. Seeing no reason to object he gave William a few Liens and allowed William to go to the vending machine down the hall under supervision from one of his subordinates. After by a few minutes William returned with a granola bar.

"Ok, I can fight now." William said putting the granola bar in his pocket.

"Aren't you going to eat that?" Ironwood asked.

"Yes, later. Oh, and here's your change." William said handing the general his change.

"Ok. David are you ready?" He said directing his attention at the last member of the team.

"Yes sir." The last member said standing at attention and saluting.

William's final opponent was a tall skinny dark skinned, black curly haired guy named Tawny David. He wore a black and red vest with brown pockets over a long sleeved white shirt, brown pants, black shoes, and a pair of orange goggles with black lenses. Something that struck William as odd was that on his left waist was a large sheathed kukri knife and on his right side seemed to be some kind a series of several small pouches. Both contestants entered the ring. The screen showed Williams aura was only at fifty percent.

"Are you sure you want to do this?" Ms. Goodwitch asked looking concerned.

"Don't worry, I have a plan." He said with a sly grin.

"Ok, then if both contestants are ready, you may begin." She said signaling the start of the match.

Tawny wasted no time unsheathing his weapon and then put it in his left hand. What was surprising was that when Tawny hit the switch at the back of the guard the knife split in half along the blade transforming into a triple band sling shot. Quickly taking out some kind of projectile from one of the pouches on his right side and fired at the ground near William. When it hit the ground it released a blinding flash and a loud bang. Unable to see or hear William was unable to dodge the three quick fire rapid shots. Two hit his feet incasing them in what seemed like instant cement and the third latching onto his chest releasing a strong electric shock paralyzing him. As William struggled to recover he saw Tawny coming for the finishing blow with his weapon back in blade form. Unable to move William could do nothing but watch as Tawny deliver a series of quick and power strikes knocking William free as he was sent flying across the arena. As William looked at the board his aura was only a few points just above the line that would signal his defeat. AS William staggered to get up he looked at Tawny.

"General Ironwood was right, this isn't easy." He said chuckling a little.

"If you give up no one will hold it against you. General Ironwood set you up to fight people who specialize in disabling strong opponents in one-on-one combat." Tawny said with a mild Australian accent.

"I knew that the second I found out he was going to be the one to select my opponents. I knew he was setting me up to fail form the get go."

"Then why would you do this?"

"If I want to be a huntsman I will face a lot worse then you guys and chances are they won't be as kind as to stop when my aura runs out." William said having some difficulty standing. "And it helps if I have an ace up my sleeve." He responded taking out the granola bar from his pocket and quickly eating it.

"I guess you were hungry, but what does that do for you?" Tawny asked.

"You may want to look at the board." William said pointing towards the screen.

Tawny's eyes widened as he saw William's aura go back up to roughly seventy percent.

"How did you…" Tawny began before he saw William charging at him.

Tawny having no time to think swung his kukri knife only to be blocked by William dual wielding his knives. With his free hand Tawny reached into one of his pouches, took out a pellet, and threw it on the ground releasing another blinding flash and deafening bang. William knew this trick, he had made a mental note of the position of Tawny's feet and stepped on his left foot to prevent him from fleeing and to trip him up. Much to Tawny's surprise he feel backwards trying to fall back and following him down was William. Off of what was pure intuition William pinned Tawny to the ground by jabbing his knives through Tawny's sleeves. William placing his left hand on Tawny's throat.

"You seem like a nice guy so I'll give you the option to surrender before I decrease your aura level the old fashion way." William said still not fully able to see.

"I give up." Tawny announced as loud as he could.

"That's the match the winner is William.

William removed his knives and helped Tawny to his feet.

"How did you do that?!" General Ironwood asked looking a combination of shock and anger.

"My semblance."

"I thought your semblance allowed you to eat and then mimic the properties of whatever you consumed." Professor Goodwitch said.

"I can actually use it a couple of different ways; I can bite through anything I can get my teeth on, I can of course copy the properties of whatever I eat, and lastly I can actually temporarily boost my aura levels if I eat something. The drawback is that my aura after a while begins to rapidly decrease even if I am not fighting at the moment." William said gesturing towards the screen showing his aura levels quickly dropping as they were speaking.

"Is there any particular reason you did not reveal this before now?" The general said slanting his eyebrows.

"I wasn't aware I needed to tell you that?" William said with clear hostility in his tone.

"What did you say?" The general said getting visibly angered.

"THAT'S ENOUGH!" Professor Goodwitch yelled causing both men to take a step back and turn and look at her. Neither of them knew if the blonde teacher could yell like that let alone know how to deal with the clearly angered woman.

"Regardless of our understanding or lack thereof Mr. Beorthwulf's semblance, he did manage to defeat all four of the Atlas students you selected." Ozpin said standing up walking toward the stage. "Furthermore he showed the ability to adapt to different fighting styles, displayed great creativity in how he applied his semblance, and above all else he came here KNOWING that the odds were set against him yet, despite this, he still pushed forward and even won. I look forward to seeing what he can accomplish when he is properly trained."

"So does that mean I got accepted into Beacon?" William asked.

"Yes." Ozpin replied with a smile.

"WUUUUU HHHHUUUUU!" William exclaimed. "I gotta go tell Ruby and the others." William said heading toward the exit.

"William." Ms. Goodwitch said stopping the young man. "Your card."

"Oh yeah, sorry I forgot." William said pulling the card from his pocket and handing it to the woman. "Oh, I know you said I couldn't use the card for things other than school supplies and things like that, but I accidently bumped into someone and caused them to drop their ice cream."

"So you replaced it. Well I can allow this, it's not a problem." She said.

"Thank you."

"Also, report to room 103 tomorrow by eleven so we can get your measurements and have your uniform by Tuesday morning."

"Ok, I will." William said starting to move towards the door.

"Oh and William." Ms. Goodwitch said.

"Yes?"

"Congratulation."

"Thank you." William said exiting the room.

William rushed to team RWBY's room to tell them the good news. He got to their room barely able to catch his breath. He announced his victory to them, while in their eyes it wasn't a surprise that he would win, they learned firsthand he was tough, but they were none the less happy for him.

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 **Thank You for reading and Happy New Year! Please leave me a review. Tell me if you prefer stories as long as this or if you prefer it to be shorter, I don't really mind either way. Also I know Walgreens and Bluecieling, I just wanted to make that joke at least once.**


	6. Chapter 6: The first step is always the

**First I would like to apologize how I kind of abruptly ended the last chapter, at the advice of a good friend I will just continue on from there and not force you guys to re-read anything. I will try and avoid that in the future. Second HOLY CRAP over 900 views, thank you guys sooooo much and let's shoot for 1000. Also note, on one of the previous chapters I gave a chapter estimation, I'd like you to just forget about that, I thought it was going to go one way, but I kind of ended up adding more to the story then I can fit in the predicted chapters. Also, someone PM-ed me about the whole William and neo thing, just wait things will heat up later, I just need to set the stage first.**

 **Oh, before I forget, last thing I promise, after I posted the last chapter the favorite's and watch's almost doubled, so I'm gonna roll with this and up the story length more compared to the earlier chapters. This actually suits my writing style more since I don't have to cut and snip stuff out as much.**

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Chapter 6: The first step is always the hardest

"Well to celebrate, how about I cut your hair?" Yang asked putting a case on her bed.

"Sure."

"Ok, help me with this sheet?" Yang asks handing William the two ends of a white sheet.

The two spread the sheet on the floor of their room.

"Pull up a seat." she pointed to a chair at a nearby desk.

William complied taking the chair and placing it on the middle of the sheet and sitting down.

"So how do you want it?" Yang asked loosely tying a sheet around William's neck.

"Trim it down to about two inches all around." William replied.

"Ok."

Yang slowly begins streaking his hair between her fingers clipping it little-by-little slowly trimming it, taking special care not to touch his wolf ears. William and the girls chatted about various things; classes, what to expect, what each of the professors are like, who was the hardest teacher, who was the easiest, and so on. This went on for about fifteen minutes.

"Wow at this rate we can make another Zwei." Yang chuckled.

"Huh, I guess we might just be able to." William said marveling at the sheer volume of hair laying at his feet. He expected to have a lot of hair, after all his last hair cut was over a decade ago, but the amount was still surprising. William couldn't help but smirk at the thought of a sculpted hair version of Zwei as he looked at the dog in question sleeping soundly on one of the beds.

"And… we… are… done." Yang dragged out for dramatic effect as she snipped the final section of hair and snapping William out of his daydream. "Take a look for yourself." Yang said passing William a hand mirror.

William was really surprised; Yang had done a good job. The hair line was even and consistent. What surprised him the most was the fact there were no extrusive hairs around the base of his ears.

"Do you cut Blake's hair too?" William asked.

"No, well I haven't yet, but if she asks me I can" Yang winked at her partner "…why?" She asked turning back to William.

"I've gone to a few barbers in my life and they've still couldn't do a proper trim around my ears or worse yet some even nicked my ears." William said wiggling his wolf ears.

"Really?"

"Unfortunately, but I must really thank you, you did a great job."

"Not a problem, I've handled _hairy_ -er jobs before." The buxom brawler asserted with her signature smile.

"Yang, enough with the puns, is this revenge for trying to kill you… because I said I was sorry?" William inquired sarcastically.

"What do you consider it _pun_ -ishment?" Yan rebutted.

"Please stop." William and the rest of the team begged in unison.

"Well I'm going to go hit the showers and wash off some of these excess hairs." William said waving goodbye to the girls.

He dropped by his dorm room, stocked the shower caddy he forgot about earlier that morning, grabbed a towel and a change of clothes. _This time I don't need the girls to tell me I smell those guys Ironwood picked were TOUGH and I worked up a sweat_ , he thought to himself. He walked into the shower section of the men's bathroom and noticed that no one was there. William didn't mind others taking showers at the same time as him in different stalls, but he still felt more comfortable showering alone.

 _Ah, this feels so good after bathing in a pond for ten years this is heaven_ William chuckled mentally adjusting the showers temperature to his ideal setting. _So many things have happened, I'm going to become huntsmen, -in training, and I've got people who genuinely care about me. Not bad for a half Faunus Were-Grimm._

 **Just because the showed you kindness doesn't mean they care!**

"Who said that?" William exclaimed in complete shock sticking his head out of the shower frantically looking around only to see no one there.

 _What the hell was that?_ William asked mentally thinking about the voice. He remembered he heard it before, but only now could he really hear it. The voice itself was clear and calm, almost emotionless, yet at the same time it felt evil with a dark undertone. The voice was definitely male, but not like the voice of anyone he had met so far.

 _Maybe I am just getting used to a new way of life and am being a little paranoid_ , William tried to reason, albeit not convincingly. _I'm going to become a huntsman and I can finally put all those things from the past behind me_ , he reassured himself.

The remainder of his weekend was fairly uneventful. William got his school uniform and was assigned a rocket booster locker. The lunch lady was happy William now had his student ID, but was more interested in what he did to stay so skinny considering every time she had seen him he was carrying a small mountain of food. Monday he went to professor Goodwitch's office for an aptitude test to see if he needed to take any remedial classes. To William's dismay he did, though he was self-taught, discarded textbooks still weren't a substitute for a formal education. Albeit he still impressed Ms. Goodwitch, she was certain he would have to learn a massive amount of information, but his score showed an almost preeminent academic standing only falling short due to lack of specific information. She estimated that he would actually be fully caught up by the end of the year. They agreed to meet after her combat class until he was caught up.

Then came the fateful day, the first day of classes. William woke up, or rather he got out of bed. Despite his friend's reassurances he was so nervous about classes that he did not actually sleep much the night before. None the less a tired William took a shower, got dress, had breakfast with team RWBY and JNPR, and went to his first class in over a decade.

Much to his surprise, and great joy, it was nothing like the classes he had went to in Feign. The Faunus and human students didn't sit in segregated seating, the room was large and not falling apart, and, despite being a little fast, the teacher seemed to be quite knowledgeable and competent in his job. The thing William enjoyed the most was that it was a class about his favorite subject, history. When he was trapped in the valley, and even before that, William spent a lot of his free time reading discarded books, most of which were astonishingly historical text. William thought there was some kind of lesson or societal satire in that, but could never quite figure out what that was exactly. He was almost about to jump out of his seat with joy at how the teacher explained the facts about the Faunus Rights Revolution with a logical objectivity, while still showing some emotion towards the mistreatment of Faunus. William remembered all too well how his teacher in Feign was quick to sugarcoat or even omit the mistreatments of Faunus, but was ALL TOO QUICK to point out historical Faunus who were at fault in some way. He felt he could truly learn in this environment, free of prejudicial biases and fabrications. This was probably the only time in his life he could remember actually liking a history class. The only concerns William had were that he kept forgetting the wild green haired teacher's name and that the teacher may want to lay off on the coffee as he had downed at least five or six cups of coffee in a single lecture.

William's second period was not as enjoyable, he was a stout portly individual, appropriately named professor Port. He started talking about Beowulves and their unique physiology, but somehow managed to spin into a tangent about flower arrangement and a supposedly giant blue Deathstalker he saw as a child. William couldn't help but scratch his head at the bizarre twist and turns the professor's lecture took as it transitioned from one topic to the next. By the end of the lecture he was talking about how he and several other huntsmen had managed to take down a Goliath in the middle of a typhoon. William left that class with a large migraine and was unsure on what exactly he was supposed to take away from the lecture.

Next was lunch. He joined teams RWBY and JNPR at a table close to the windows where they asked him about his first day of classes so far. After explaining his confusion concerning professor Port's class most of the group assured William he didn't really need to worry too much about professor Port and a certain few suggested using his class for a little nap (Nora and Yang). They continued eating until all of the students received a text on their scrolls.

 _"Dear Students,_

 _A group of rabid Ursa is currently rampaging through the Forever Falls attacking all those who enter, as it is only a small group of Ursa it has been decided that it would be good experience for all first year students and visiting students to hunt within their own teams. For those without a full team of four members please report to room 106 at 1pm and you will be assigned to a temporary team. Once all groups are formed we will meet at 2:30pm in front of the entrance to the Forever Falls._

 _~Professor Glynda Goodwitch"_

"I guess we're Ursa hunting today." Yang announced.

"Do they usually do things like this?" William asked.

"Sometimes." Ruby replied.

"She said 'those without a full team of four', are there others without a full team?" William inquired.

Pyrrha cleared her throat. "There are actually a few. For our initiated class there were a total of five full teams as well as three teams of two who didn't get a matching relic. Two of those teams were put together, however the third team has had only two members. Additionally, some of the students from our initiation were… removed from Beacon for one reason or another…"

"Team PRPL." William stated bluntly.

"…Yes…them, and in addition one of the teams, team GPSM (gypsum), two of its members Stark Shadow and Monet Drake are unable to participate in any strenuous activity for the next month or so due to training injuries. About a week ago the team composed of the two teams of two, team JPIT (Jupiter), had one its members Patricia Spinel leave indefinitely due to family issues. This leaves two teams of two and a team of three, most likely you will be paired with the latter. Although there are also members of the visiting teams whose entire team have yet to arrive." Pyrrha elaborated.

"What can you tell me about my possible teammates, these JPIT guys?"

"Well…." Pyrrha stalled with the others looking like they were struggling to find some kind of description.

"They're freaky." Nora finally said.

"Freaky?"

"They don't SEEM like bad people, however something … just seems… off." Blake stated. "They typically keep to themselves. However, whenever I have interacted with them I just get this weird feeling and it's not just me more than a few people have said similar things. There have been rumors about them, none of them are pleasant."

"You didn't seem like the kind of person who'd believes rumors." William inquired directing his attention toward Blake.

"Officially Patricia was said to have left due to family reasons however, the rumors are that she was forced to leave. Patricia was a fox Faunus and the rest of her team are human. It isn't hard for some people to think she may have been bullied by her team into leaving. "

"What do you believe?" William asked.

"I'm not sure, they're not as vocal as Cardin or his team, but that doesn't mean they aren't racist."

"Well, that makes things easy, all I have to do is see for myself."

"Are you sure that's a good idea?" Weiss asked.

"I've been bullied before so I can get a good idea if the rumors are true, but more importantly I think I should give them a chance. I'm living proof things aren't always what they seem."

No one could disagree with William, however a few still gave him some words of caution while Yang and Nora offered to 'help' in the event they took things beyond name calling.

After lunch William reported the intended room, there he saw the three incomplete teams Pyrrha talked about as well as about eight other people from other the other schools. A few of them William remembered from his first encounter with Ruby and the others the gray haired guy he fought with and the two women from his team. William deduced that their fourth member still hadn't arrived yet. As much as William hated to go against what he said to Blake and the others, he still preferred to work with people he knew, at least a little. Unfortunately, this was not the case, while the visiting students could pick people from the other schools, students from Beacon were restricted to only other students from Beacon, most likely in the hopes of forming more permanent teams. It went as Pyrrha had predicted and William was paired with the remaining members of team JPIT.

The team's leader Jasper Chronic was a few inches taller than William. He had blonde hair and amber eyes with five horizontal scars going across is face from ear to ear and over his nose. His clothes were a red and orange t-shirt and a black and red vest with a diamond pattern, tanned pants, white socks, and brown dress shoes. He didn't seem to have any weapons, and when William asked all he would say is "he didn't need one".

The next member was a dark skinned girl with purple and green hair tied in a bun named Iris Ammolite. She had purplish blue eyes like William, freckles, and a warm smile. Her clothes were a multicolored tie-dyed tank top shirt with a spiraled shell insignia on the center of her chest, purple and green cargo pants, and white tennis shoes. She had an overly large amber Katar on her left arm. What interested William was that it followed up the inside of her arm to her elbow with a crease right down the middle. When William saw there was a quiver of arrows strung over her right shoulder and a small gladius on her left hip William concluded she was an archer who could switch from close to long range by opening her katar into a bow. When William was introduced to her team she walked up to him and greeted him with a hug and big smile.

The last member was a girl named Topaz Silica. She was a short pale girl with long straight pink hair down to her waist. The top half of her head was completely covered by a large straw sun hat. She wore a Champaign colored sundress and sandals with a floral pattern on the left side. Despite her cute appearance she was carrying nasty looking pure black claymore that seemed like she should be falling over due to the disproportion of size. William couldn't quite put his finger on it, but something about her claymore made him nervous. She stood behind Jasper when William introduced himself.

After introduction the teams began to walk towards the entrance to the Forever Falls from the school. William tried to talk with his new teammates, however that proved a little difficult. Jasper and Topaz didn't seem to want to talk. While William wasn't sure as to why Jasper did not wish to talk, Topaz was an obvious case of shyness in the way she clung to Jasper and hid behind him whenever William looked at her. Iris on the other hand talked Williams's ear off the entire way to the forest. William couldn't help but make the comparison to a cross between Nora and professor Port; only to then cringe at the thought of those two being intimate.

William, thanks to his Grimm powers, could tell that they weren't "alright" in the typical sense, but he couldn't quite pin down what it was. It wasn't something that they were obsessively fixated on, yet it wasn't something they could easily forget either. All three were emitting the same kind of presence, this meant they were all feeling the same thing. William could understand if it was simply them feeling apprehensive to someone suddenly replacing a teammate, but there was no sadness or remorse in them. If anything it felt more along the lines of suppressed anger. Regardless William decided to give them the benefit of a doubt and just chalk it up to hostility towards the new guy replacing their teammate, but still kept a hand on his collapsible pocket chain knives, just in case.

William's and the other teams boarded a small airship that took them outside of the kingdom. After about a half hour flight they landed on a landing strip surrounded by several feet of concrete built several stories high. From there it was a quick ten-minute walk to the Forever Fall forest.

Despite being visited by Grimm the Forever Fall forest is still a tourist destination, so long as the ones taking the tour are willing to pay a huntsmen or two to guard them. Given the unique color of the trees and how scenic the valleys and hills waved into one another it isn't hard to see why people would visit it. However, it seems there will always be a few cocky individuals who think they can handle themselves should they be confronted with a creature of Grimm after seeing them in books or movies, only to wet their pants and die when they come face to face with the real thing. William theorized that this might be the cause of the group mission. With so many people coming to Vale for the Vytal Festival it wouldn't surprise him that more than a few people would want to see the sights. He also knew that this is a huge money maker for the kingdom and, like any kind of governing entity, they REALLY didn't want ANYTHING to harm the cash flow.

Once they arrived at the entrance to the forest the professors had the teams gather together.

"Listen up, as some of you may be aware there have been a few recent attacks in this area. We have confirmed there are at least five Ursa, however there may be more in the area. For many of you this will be one of your first real missions as huntsmen. Please treat it as such. Be aware that the scroll signal in this area is temporarily down due to the nearest relay being under maintenance therefore each of you will be given a flare gun, in the event you are outnumbered or injured do NOT hesitate to use it and other teams will converge on your location to assist you. Also note your flares will be green, while mine will be yellow. Once you see the yellow flare return to this point. If you are fighting when you see the flare disengage and retreat." Professor Goodwitch explained as two professors William did not recognize handed each member a flare gun. "This is an actual mission, not an excuse to look like a hero or try and garner credit or respect. While some of you may think that you can handle a few Grimm, I'd like to remind you that even the most experienced huntsmen can be taken down by a lone Beowulf if they are not careful. I cannot stress the importance of remaining in your assigned teams and working as a group. Additionally, we will be setting a stop time of 5:30pm. I feel I shouldn't have to remind you that it being Fall there is less daylight and it is not opportune for us to hunt at night."

Looking to see that everyone had a flare gun, professor Goodwitch then went over the basic safety of a flare gun. It was mainly just point it in the air and not at each other. While William felt this was a tad self-explanatory, but he could still imagine a few students firing flare guns at each other accidently or a few that would do it intentionally (team CRDL). Once she was done she gave everyone the signal to begin the mission.

Each team ran off in a different direction. Interestingly enough this was when Jasper began to speak up. He explained how he often walked through these woods and knew of an area Ursa might congregate. Without any better ideas the group began following Jasper running to the location. With all of his experience running to evade Grimm and Huntsmen William was by no means slow, yet it was all he could do to keep up with the other three. Despite their appearance all three of them were not only able to move very fast through the more rugged sections of the forest, but also they moved without making any sound. William was, to say the least, impressed by their skills, they may not have seemed it, but they were in fact all skilled huntsmen-in-training. Eventually they reached a wide hill with dark stone rocks stacked roughly three or four feet high across one side of the top of the hill. They stopped behind this wall. Jasper looked over the wall taking out and looking through a small pair of binoculars.

"Guess I was right." Jasper said handing the binoculars to William who was putting his scroll back in his pocket.

"It's 3:56 pm." He announced softly to the group taking the binoculars from Jasper. Looking through the binoculars saw three fairly large Ursa, roughly twenty yards away. "They don't seem to know we're here, we could have Iris snipe them from here while the rest of us can come in for a pincer attack." William whispered.

"That's a great plan, except for one thing." Jasper quietly replied.

"What's that?" William asked not taking his eyes off of the targets.

"You might live." Jasper said charging at William from behind only for William to deflect him by smashing the binocular across his face. As soon as the binoculars made contact with Jasper's face William felt a sharp pain near his left side. He turned to see a green arrow piercing into him just under his collar bone. Turning to see Iris reloading he grabbed the still stunned Jasper William and prepared to use him as a shield while rushing Iris. However, he couldn't respond fast enough as he saw Topaz's claymore coming down on his right arm severing it just below the elbow. To William it appeared as though everything was moving at an accelerated rate. Before he could even reach for his arm to stop the bleeding another two arrows courtesy of Iris pierced his chest and puncturing his left lung. _The Arrows, their coated with some kind of poison_ , William thought weakly. Jasper after regaining his composure grabs William's left arm with both hands. Jasper's hands then turn a bright red causing red lines, like the cracks of a volcano, to form on Williams arm before it erupts in a wet crackling bang, destroying his arm from the shoulder down. Critically injured William fell to one knee glaring at his attackers with a mix of betrayal and hatred in his eyes.

"Why are you doing this?" William asked coughing up some blood.

"Why, because it's so much easier this way." Iris started looking down triumphantly at William. "You see we aren't what you would call fans of affirmative action. You think because you're a Faunus and passed some stupid test you deserve to be a Huntsmen, that's just pitiful. All you animals are good for are being in zoos and circuses. And this way is much easier than bullying that fox-bitch into leaving. You should have seen her cry, it was pathetic. She actually believed that humans can actually get along with Grimm spawn like you. Well you can't expect much from a dumb animal anyway, maybe if you're lucky one of the Ursa will choke to death on your body. That way you can at least say you did something useful as a Huntsmen. Either way we can get rid of you and blame it on the Grimm." She signaled to Topaz.

Aiming the point of her blade at William, Topaz twisted the handle causing it to glow an ominous black and crimson before two giant Grimm centipedes shot from it taking William over the wall and down the hill. The sound from the fall and the smell of blood drew the attention of the Ursa, they were watching, causing them to run towards the injured William at a breakneck pace. William was crying out in pain as the centipede Grimm ripped into him.

"So what do we do now?" Topaz asked in a soft polite voice.

"Well we can't stick around here, let's just say he ran off on his own and got killed." Jasper said.

"I wanna stick around and watch." Iris grinned.

"You are one sick bitch, you know that?" Jasper snapped walking down the hill with Topaz.

*RRRRRROOOOOOAAAAAAARRRRRRRR!*

"WHAT WAS THAT?!" Jasper asked stopping in his tracks.

He and the two others quickly ran back to the top of the hill looking down to seem an unusual looking Beowulf with one of the centipedes hanging out of its mouth like it was eating it as it unleashed a fury of slashes at the Ursa ripping the first two to pieces and working on the third.

"Where did that Beowulf come from?" Iris asked.

"Better question what happened to William?" pointed Topaz directing her team's attention to the base of the hill.

"Wow I guess he really was Grimm spawn, who knew?" Iris joked.

"What the hell is wrong with you?" Jasper yelled looking at Iris.

Iris and Topaz stood there frozen staring at Jasper, little did he realize it was what was behind him. Suddenly feeling a warm gust of air on the back of his neck Jasper turned his head to see the abnormal built Beowulf with its two bright blood red eyes standing right behind him. Before he could even make a full turn he felt a sharp pain in his face as he heard the crack of the Beowulf punching him in the face sending him flying to a tree at least ten yards away. Seeing their teammate sent flying Iris and Topaz hightailed it out of there as fast as they could towards Jasper with the Beowulf right on their heels.

Seeing his teammates followed by the Beowulf heading towards him at a speedy pace Jasper started running away from them as fast as he could. When they had first entered the forest the three of them were only running at about half their top speed, but despite them now running at full speed William was within biting range the whole time. After running for about twenty minutes straight Jasper and his team were beginning to slow down while the anomalous Beowulf behind them did not seem tired in the least. They knew it wouldn't be long before they were caught and they knew if they tried to stand their ground they would be struck down before they could even finish turning around. As if a form of divine intervention the group noticed a red flare shooting up into the sky. They knew this was their only chance, reaching deep they charged with one final push running as fast as their legs could carry them towards the meeting place.

Heading towards the clearing at the entrance of the forest they called out "HELP, HELP BEOWULF!" Alerting the two teachers who assisted Ms. Goodwitch and some of the students who had already returned to their predicament. Team JPIT split off into three different directions with the Grimm chasing after Jasper. Seeing this the two teachers and some of the students with long distance weapons started firing on the Beowulf in a fireworks display of Dust-based blast converging on the beast. The moment before the blasts connected team RWBY and Ms. Goodwitch had turned the corner from around a large rock directing the students towards the main meeting point. As they did they saw the all-to-familiar adherent Beowulf blasted with a torrent of attacks ending with a large boom.

"STOP, STOP, CEASE FIRE!" cried Ms. Goodwitch heading towards the dissolving Beowulf now lying in a fresh crater.

As Ms. Goodwitch and team RWBY headed towards the crater the rest of the group looked on in pure shock as the last vestige of the beast dissolved revealing a ragged and injured looking William. In addition to some scorch marks on his clothes he was missing his left sleeve and half of his right below the elbow. He was bleeding from a cut above his right eyebrow forcing him to keep his right eye closed to prevent blood from getting in it. Unable to move his legs William shakily held himself up with both arms covered in cuts and bruises.

"Th…They…." William tried to speak before his arms gave way and collapsed.

By then team RWBY and Ms. Goodwitch had gotten to him.

"William what happened?" A distressed Goodwitch asked.

"S..c..r..o…" William struggled to say.

"He attacked us, he's a monster!" shouted Iris.

"Yeah that guy's a monster!" Jasper added.

"Now hold on William wouldn't just attack without a reason!" Yang shouted back with her team agreeing with her.

"You KNEW he was a monster I can't believe that students and even a teacher would put the rest of the student body in such danger." The purple and green haired girl announced ready to take her soap box.

"Well then Ms. Ammolite would you care to explain this?" The blonde haired teacher said holding up a scroll and hitting play.

' _Guess I was right._ ' Jasper's voice, though a little gargled, distinguishably sounded from a recording and team JPIT's eyes shot wide open. They only then realized that when he was messing with his scroll earlier that he was actually recording them.

" _They don't seem to know we're here, we could have Iris snipe them from here while the rest of us can come in for a pincer attack_."

" _That's a great plan, except for one thing_."

" _What's that?"_

*struggling fight sounds*

" _Why are you doing this?"_

 _"Why, because it's so much easier this way. You see we aren't what you would call fans of affirmative action. You think because you're a Faunus and passed some stupid test you deserve to be a Huntsmen, that's just pitiful. All you animals are good for are being in zoos and circuses. And this way is much easier than bullying that fox-bitch into leaving. You should have seen her cry, it was pathetic. She actually believed that humans can actually get along with Grimm spawn like you. Well you can't expect much from a dumb animal anyway, maybe if you're lucky one of the Ursa will choke to death on your body. That way you can at least say you did something useful as a Huntsmen. Either way we can get rid of you and blame it on the Grimm."_

 _The recording ended with the sounds of William falling down the hill as he was being attacked by the Grimm centipedes. (The scroll most likely stopped recording due to hitting something on the fall)_

Everyone was completely dumbfounded by what they had just heard. Many had heard the rumors about team JPIT bullying Patricia, but no one expected this level of bigotry and hatred, not to the point of harassment and even attempted murder.

"WHAT DO YOU FUCKERS WANT FROM US, EVERYDAY WE HAVE TO LIVE WITH THESE DISGUSTING ANIMALS AND EVERYDAY THEY ACT LIKE THEIR FUCKING PEOPLE, WELL THEIR NOT. SOMEONE NEEDS TO SEND A MESSAGE THAT THEY'RE ANIMALS AND THEY ALWAYS WILL BE ANIMALS!" Topaz screamed at the top of her lungs surprising even her own teammates as the church mouse began to spew course and slur one after another. "WE WERE JUST DOING OUR DUTY AS…" Topaz tried to continue before Blake slugged her.

Pulling her signature bow of "WE ARE NOT ANIMALS!" Blake screamed standing over Topaz and stunning not only her team, those already there, but also the teams who just arrived. She also earned an applause from the recently arrived Sun Wukong.

"No wonder you'd side with this monster, animals stick together." Jasper barked as he and Iris charged at Blake only to be stopped and then held up in the air by Glynda Goodwitch's telekinesis.

"I believe you have said enough." The blonde teacher said clearly holding back the urge to crush them like bugs.

"SHUT UP YOU STUPID ANIMAL LOVERS!" Topaz shrieked knocking Blake down and drawing her sword. As she raised her sword to strike the Faunus in front of her she suddenly felt an immense pain in her chest. When she looked down at her chest she saw a Beowulf's claw sticking out of her chest holding her detached heart. Turning her head, she saw a bleeding and injured William slouching behind her with only his right arm transformed. Before she could even scream William pulled his arm from her chest cavity causing blood to burst out of the now gaping hole in her chest as she and William collapsed onto the ground, he from his injuries and her as her last moments of life as she dropped her sword. Ironically, it fell from her grasp and severed her right arm in the same manner as it had done William's.

William could not hear a thing as the world around him was engulfed in darkness and he lost consciousness. Eventually William found himself floating in an empty black void; no light, a sense of weightlessness, and no sound, that is of course until someone called out to him.

" **They can NOT be trusted today is proof of that**." A familiar dark voice said from the void.

"If anything the fact Ms. Goodwitch and the others stood up for me and believed me over those guys says quite a different story." William smirked.

" **Yes, it is true, in all of these years you have never meet humans like them before. However, how do you know that you are simply not a means to an end? Even their headmaster has asked for you to be studied so that they may uncover some of the truths about Grimm**." The voice said again in its usual dark yet emotionless tone.

"Even if they are, what does it matter? I'm free from that valley. I can go anywhere, do anything now."

"I **wouldn't be so sure; people saw your transformation. They will not understand and we both know when people don't understand something they fear it and when they fear something they hate it. It has been that way since the dawn of time.** "

William didn't know how to respond; yes, he trusted Ruby, her friends, and Ms. Goodwitch, but would that be enough. He wanted to believe SO badly that he could make it through with just that, and yet couldn't find comfort in that. If anything it made him feel worse because, to him, it seemed like he would be using them as a shield. He could always run away, but where would he go. He had no money, no history, and even if none of that mattered would he really be okay with that.

" **Perhaps you need to give some more thought as to what it is you REALLY want to do and how you plan to do it."** The voice sounded as thou it was disappearing.

"What do you mean?" William asked. He waited for a reply, but after what felt like fifteen minutes had passed it was clear that he was all alone with his thoughts again. Unlike before, however, it finally sunk in; that he may have ruined his only chance at a normal (at the very least normal for him) life. He must have known they were running towards the clearing, he should have known it was going to end badly if he showed up there in his Beowulf form, yet he let his anger and his Grimm take control, clouding his judgement. For the first time William felt frozen, unsure of what to do, where to go, could he really depend on Ruby and the others or would that end up becoming a burden to them? William mulled these and other questions over and over as his body recovered from the day's events. He didn't know where he was or even if he was still alive. This was nothing particularly new to William, in fact this happened several times; he had fought an adversary that pushed him to his limit and when he was sure that he had killed it or managed to escape it his body would enter into what he believed to be a comma-like state allowing him to recover more quickly. Often times he would use this time to rest and recharge his mind. However, all he could do was float in that abyss grating at his own mind about the possible outcomes of his future and what options still lay in front of him. What William should have been asking is why the mysterious voice, he only started hearing when he arrived at Beacon, no longer bothered him and why he conversed with it as though it was normal.

William suddenly woke up in one of the nurse's office's beds. Looking around he noticed that his arms were bandaged and he was in one of those light green/blue patient outfits.

"How are you feeling?" A familiar voice asked.

Turning his head William saw Ms. Goodwitch sitting in a chair next to his bed.

"What time is it?"

"A little past one in the morning. Are you hungry?"

"No-AHH" William said trying to sit up only to let out a small cry of pain forcing him to lay back down.

"Don't try and move too much you were in surgery for almost six hours."

"Surgery? Why was I in surgery?"

"When we brought you here we had our doctors gave you an x-ray and they found a number of…intrusive objects embedded in your body?"

"Like what?"

"Let's see…" She said lifting up a clipboard sitting on the table next to her. "Thirty two broken blade fragments of various sizes and shapes, sixteen arrow heads, three of which were confirmed to belong to Iris Ammolite, five spikes of different lengths and varying compositions, a piece of a bear trap was embedded in your left femur, fourteen blow darts, five spear heads, six wolf's teeth, part of chainsaw chain, two wooden stakes, about two pounds of shrapnel, and roughly three and a half pounds of bullets of varying calibers, five of which were pure silver for some reason."

"Yikes, I knew I'd taken a few more hits then I probably should have, but… wow… that is a lot of stuff."

"That's an understatement. William…why didn't you tell us about this about any of this, we would have been more than happy to remove those thing from your body."

"Well truth be told I didn't really know most of that was stuck in me. Sometimes I lose control of my power and black out…like what happened today. I don't even remember how I got to the entrance to the forest. Plus, I've had to fight just to stay alive I can't even count how many times I've been injured. But enough about that, what happened with those team JPIT guys?" William asked trying to change the subject fearing he may have said too much.

"Well, Jasper Chronic and Iris Ammolite both have been arrested and are awaiting attempted murder charges as well as a few others."

"What about Topaz?"

"You mean you don't remember?" She asked eliciting a confused expression from the young Faunus. "William you killed her to stop her from striking down miss Belladonna."

"I did?"

"Yes… are you seriously telling me you don't remember?"

"No, the last thing I remember clearly is those three attacking me. After that I kind of remember getting really angry and I remember a little bit of the chase and before I was blasted, but aside from that… not much. This type of thing has happened to me before and when it did I find out I had lost control of myself and usually end up waking up next to a dead body…or two." He added lowering his head in remorse.

"I see, well I think you will like this news." Ms. Goodwitch said trying to cheer him up. "Ms. Belladonna, before you saved her, struck Ms. Silica for making a number of racial remarks and even intentionally removed her bow."

"REALLY?" William asked almost jumping up, but stopping midway to avoid a repeat of earlier.

"Yes, while you were out she even announced she wouldn't be hiding her Faunus heritage ever again."

"Wow, goooood fffooor heeerrrrr." Yawned William.

"I'll let you get some more rest. Oh, and given all that has happened to you, professor Ozpin has said that if you need some time to yourself you can be excused from class this week." She said standing to leave.

"Ms. Goodwitch." William called stopping her at the door. "What about that Patricia girl they bullied into leaving?"

"In light of recent events Ozpin has made a formal and personal apology to Ms. Spinel, additionally she has been told she can return to Beacon when and if she feels up to it."

"Will she?"

"I don't know, miss. Spinel was always very reserved, so I didn't get to know her personally, however in terms of academics and combat ability she was quite brilliant. I'd hate to see such talent go to waste."

"I'm sure she'll come back when she's ready."

"I hope so. Well goodnight William, I'll come see you tomorrow morning."

"Goodnight Ms. Goodwitch and for what it's worth I had a pretty good first day. I just hope that the next couple of ones aren't so… extraneous."

"hehe, goodnight William."

"Goodnight Ms. Goodwitch."

-Later-

"p..please William stop…" Ruby begged on all fours covered with several cuts and bruises looking up at a familiar heterochromatic Beowulf. They were in the courtyard of Beacon at night. Neither needed help seeing as most of the yard and Beacon itself was on fire, littered with the corpses and body parts of its former students and faculty.

He stood there not moving as Ruby waited for a response, wishing that William had not taken a bite out of Crescent Rose's main connection joint causing it to break in two disabling both weapon functions. She had to discard it to allow her to retreat, only to end up cornered by her assailant.

Ruby tried to beg again "Please William we're friends aren't w-" only to feel the full force of Williams claw smashing into her left arm; she felt her arm break from the impact and then felt the piercing and tearing of his claws shredding her flesh to the bone. "AAAUUUUHHHHHHH" The Reaper cried as she flew several feet swiped aside by William only to land against something that broke her fall. Ruby looked in horror at the mangled remains of her left arm. She began to panic trying to stand up trying to use the object that had broken her fall as a means of support only to fall back to the ground toward the object. Trying to get up again Ruby froze in horror, the object that had broken her fall was her own sister.

"Yang… YANG!" Ruby cried shaking her sister to wake her up only to stop when the blonde brawler's head shook back revealing her lifeless glassy eyes looking back at her sister with a small amount of blood coming from the edge of her mouth. "YANG PLEASE WAKE UP!" The red reaper cried desperate to try and 'wake-up' her sister unable to control her tears. "PLEASE, PLEASE DON'T LEAVE ME!" She cried only to go silent as she felt the presence of her attacker behind her.

Turning her head with tears in her eyes "William why?" she begged still sitting on the ground cuddling her sister's body. The Beowulf raised his claw to deliver the final blow. Ruby closed her eyes expecting this to be the end only to hear the familiar sound of an ice dust blast.

"Ruby, you dunce get out of the way." A familiar voice cried out. Ruby opened her eyes to see a wounded Weiss using myrtenaster in her right hand to keep herself standing and William encased in ice desperately trying to break free. Her signature white dress was stained red in a numerous places. Initially hesitant to leave her sister, Ruby got up and moved towards Weiss. As she neared her she slowed noticing that Weiss' left arm was missing, she had tied her arm with some kind of cloth to stop the bleeding. "Ruby we have to get out of here, that won't hold him long."

"We can't leave we have to find Blake."

"Blake is dead, he killed her," Weiss said trying to hold back her own tears, knowing Ruby's would have burst forth a moment later.

*ROOOOAAAAARRRR!* The beast cried as breaking free of his icy restraints.

"Ruby get out of here I'm out of dust, but I can still hold him off-"Weiss was interrupted as a spike of the bone-like material common to Grimm jetted from the ground running her through. Coughing up a small amount of blood Weiss turns her head looking at Ruby. Before either could say anything the two were struck by William, sending Ruby and Weiss flying as the spike that pierced Weiss is broken at the base.

Ruby and Weiss land next to each other, the piece of spike still piercing Weiss' chest. "R..uby for w…hat its wor..th I think you were a good leader." The girl with the alabaster hair muttered looking at her partner with a small smile.

Ruby put her hand on the side of Weiss' face as a tear rolled down the side of her face. "Weiss I'm happy I got to know you."

As to signal the final scene the abnormal Beowulf charged at them running on all fours leaping up into the air to strike them down with a finishing blow.

"William, wake up. Wake up William." A gentle voice echoed.

"AAAAAAAAHHHHHHHHH!" William screamed as he shot up in his bed. Huffing, trying to regain composure of his breathing, his eyes frantically looking every conceivable direction, feeling his heart desperately trying to break itself free of his chest, and feeling the cold sweat that literally drenched his bed as though someone had splashed a bucket of water on him.

"William calm down, everything is ok." She comforted him by hugging him tightly.

After thrashing around for a few minutes William eventually calmed down, realizing what he had saw was nothing more than a bad dream. However, he wouldn't release Ms. Goodwitch from their embrace for several more minutes until he fully calmed down.

By the time he was ready to let go of her William feared what may happen to him if he revealed the exact nature of his dream. However, she did eventually ask about what had distressed him so much. He told her that what happened with team JPIT had dredged up a few bad memories and feelings from his past. He reasoned he technically didn't lie to her, what he remembered of his conversation with team JPIT did remind him of more than a few bad moments in Feign Village, he just exempted a few details.

"Ms. Goodwitch, I think I'm going to have to take you up on your offer of not going to class today." William stated still obviously shaken.

"That's ok, take as much time as you need." Ms. Goodwitch gently smiled.

At that exact moment team RWBY rushed in each of the girls carry some kind of package.

"How are you doing William?" Their leader asked.

"Better." William replied, not fooling anyone. They could all see his eyes were red and puffy and there were still a few streaks from fallen tears visible.

"Are you sure, because you look like you've been crying?" Yang blatantly pointed out.

"It was just a bad dream, nothing more." William said waving it off. "So what brings you guys here, shouldn't you be going to class soon?"

"Nah, after everything that happened yesterday with team JPIT all students have been given the day off." The blonde brawler replied. "As it turns out those guys didn't just hate Faunus, they REALLY hated Faunus. They found boxes of anti-Faunus literature in their dorm room. Apparently they were distributing it in their spare time on the down low… and now there is this whole BIG investigation. I knew those guys were off, but I didn't think they'd be racist murders."

"I heard what you did to Topaz, are you okay with that?" William asked turning to Blake. "I notice you're not wearing a bow today." He pointed out.

The Faunus girl uncharacteristically smiled "At first I thought everyone would treat me differently, but they really haven't. Granted I get a few question about WHY I disguised myself to begin with, but that's okay. Now…now I feel like I can finally be myself, no more hiding, no more pretending I'm something I'm not. I can just be Blake."

"That's really great Blake, I'm happy for you." William smiled.

"Oh that reminds me we got you stuff." The red reaper announced in a cute manner.

William gently smiled "You guys shouldn't have."

"Well, if you don't want it I saved the receipt." Weiss added.

"I'm kidding Weiss, I could never turn down something from you guys." He reassured her. "So what did you get me?"

"You sound just like Ruby, you know that right?" said the heiress handing him a fairly big grey box in an even bigger gray bag.

William opened the box to find his combat uniform completely fixed, he couldn't even tell it had been damaged in the first place.

"I'll have you know I had a tailor who specializes in huntsmen-quality combat gear fix and reinforce your uniform's protective abilities. He used a special lightweight microfiber mesh capable of taking a hit from an Ursa without even feeling it. Additionally, we got you an undershirt with a similar fabrication. All express ordered, I might note" William lifted his hoodie to find a black t-shirt with the words 'BIG BAD' in yellow with red trim.

"I picked out the design." Yang publicized point her thumb at herself.

"Thank you so very much I don't know how to thank you."

"It's nothing, especially when we have the Schnee Dust Company picking up the tab."

William raised an eyebrow "The Schnee Dust Company?"

"Yeah, did you know Weiss here is a Schnee." The blonde brawler explained.

"Actually I didn't, in fact I don't think I've heard any of your last names, except for Yang."

"Oh Well I'm Ruby Rose, Blake is Blake Belladonna, and as you just heard Weiss is Weiss Schnee-." Ruby introduced.

"Also known as Ice Queen" added Yang.

"Hey." Weiss called looking at Yang. This however did not reach William.

"I'm sorry I think I may have misheard you, Ruby what was your last name again?" He asked with a more discerning serious expression.

"Rose, Why?" Ruby innocently replied.

"No reason, I just misheard is all." William brushed off.

Ruby couldn't tell why but she had the strangest feeling William was hiding something(s), but she couldn't figure out what.

"So what else did you guys get me?" William asked changing the subject and snapping Ruby back to reality.

The remaining gifts were just what one would expect for someone who had been hospitalized; Ruby got him cookies, not surprisingly roughly half of them were gone, but he thanked her nonetheless, Yang had taking the liberty of bringing him some fresh clothes for him to change into, and Blake brought him a book about the complete history of Menagerie. She had seen how much he loved history, especially the parts involving the Faunus Rights Revolution, so she thought he might like it.

"So what are your plans today?" Yang asked out of the blue.

William put his hand on his chin like he was stroking an imaginary beard, "well, I guess first I'm going to get dressed, then breakfast, and I guess I'll alternate between sleeping and reading my book."

"You sound like Blake." Yang commented earning a gentle smack to the back of the head from her partner.

Just then the door to the nurse's office opened and in walked professor Ozpin, general Ironwood, and an individual William did not recognize, but by looking at his uniform it was safe to say he was a police officer.

"Hello William, how are feeling today?" Ozpin asked in his usual monotone manner.

"Well better than I was earlier, so I would say pretty good. How are you today?" William politely replied.

"Fine, thank you for asking. William this is detective Holms; he is here to get your side of the story as to what happened yesterday with team JPIT."

"Ok, but can I get breakfast first I haven't eaten anything since lunch yesterday?" William ask listening to his stomach growling so loudly it actually had a minor echo.

"I don't see why not." The detective said. "I could actually use something to eat myself, we tried talking to those two; Jasper and Iris, boy those two can really take it out of a guy."

"Preaching to the choir." William commented. "Well since that is decided, can everyone leave I need to get dressed. Oh, by the way what happened to the stuff in my pockets I had been wearing yesterday?"

"Your scroll is still in evidence because it has the audio file of the event, as for the rest your pocket content it is in that vanilla envelope on the table next to you." Ms. Goodwitch answered pointing to the envelope to his left.

"Ok, thank you I wrote down my schedule and locker combination and I didn't want to lose that."

"You really should commit them to memory very soon." Ms. Goodwitch advised.

"I know, I will. And who collected my stuff anyway?"

"One of our nurses, nurse Plum I believe, why?"

"Just wanted know who to thank for getting my belongings or to contact if anything is missing, you know things like that."

"O..kay, well we'll be right outside if you need us."

With that everyone exited the room and William got out of bed. Standing up his legs were a little wobbly, probably from staying in bed too long. He made his way over to the table and spread the content of the envelope onto the table. His collapsible pocket chain knives seemed ok, but looked like they could use a little cleaning, the scrap of paper with his locker combination and schedule on it was also intact. Then he turned to his real concern, the real reason he asked about his stuff and who collected it. "How could I not have realized it?" He asked himself holding up the object. It was an old and weathered photo; the colors had dimmed over the years, but it could still be made out two parents holding a blonde haired toddler next to a red and black haired infant, the father was a muscular man with short blonde hair and the mother was a black haired woman in a white cloak.

"Summer, how am I ever going to be able to tell them… that I'm the one that took you away from them?" William quietly asked himself letting a tear fall down the side of his cheek.

* * *

 **Wow, lot going on there. If you think that is all for the twist and turns I have in store, well then you better sit down, because it has only just begun. Having said that I kind of have to be a dick here and say it will probably be a while before I can post the next chapter (school, job, another job, job after college, family stuff, etc). So till then enjoy life.**


	7. Chapter 7: Spaghetti, ice cream, and com

**Whew finally, I can't even remember how many times I changed this chapter. I shifted between a half dozen plot twist, and at one point even contemplated how to kill Jaune (not sure why I thought that), but now it is done. I'd also like to take this time to apologize for the long wait, FYI robotics classes are HARD. Now for some good stuff, HOLY CRAP, for the last chapter I was hoping to make it to 1,000 views, now it's over 2,000. I cannot express the love I have for all of you, THANK YOU SO VERY MUCH. Last thing, I swear, please remember I started all this to improve my writing skills, so if by the end you found something wrong, right, or somehow both, please comment.**

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Chapter 7: Spaghetti, ice cream, and combat

William eventually exited the room in the change of clothes Yang had brought carrying his gifts in the large bag his combat uniform was in.

"What's wrong?" Ruby asked instantly noticing a slight backtrack in William's emotional state.

"My joints keep popping from where I haven't been moving around for so long." He said walking forward as his leg joints loudly popped. "But I'll get over it after I walk it off. So let's eat."

The group made it to the cafeteria, when they entered the entire room that had only a moment ago be quite noisy, was not almost dead silent and William didn't need anyone to tell him that all eyes were on him.

He and his group walked to cafeteria line, everyone was still incredibly quiet. That is until he reached the lunch lady.

"My oh my, every time I see you, you have a huge plate, but this time you really are going for some kinda record." She pointed out. This was true in addition to the hunger he felt from his transformation, he hadn't eaten anything since lunch yesterday. On his way to checkout, he had almost emptied half the buffet. His tray was loaded to the max with everything from pancakes and eggs to bacon and hash browns even two full bowls of Pumpkin Pete's Cereal.

"Are you sure you can eat all that?" Detective Holms asked holding a modestly portion of scrambled eggs, toast, bacon, and sausages.

Yang turned to him and smiled "Oh trust me, he can eat all that."

Shortly after they sat down and William began digging into his food mountain, was detective Holms' concern put to rest. Ozpin, Ms. Goodwitch, detective Holms, and general Ironwood sat on one side of the table, William and team RWBY on the other. Detective Holms then began to question William while he continued to eat. William took note how they were sitting in the most isolated part of the cafeteria and yet everyone still fixated on them. More specifically they were doing their best to appear interested in other things, but kept 'secretly' glancing over at William. He doubted anyone could hear them, even for a Faunus with this many 'conversations' going on it would be difficult. He also noticed the four adults taking notice of their surroundings as well, but took them not suggesting to move as a sign that they were okay with things going the course, so he didn't question it. The questions were what one would expect; what led up to the events, who was involved, but when it came to what happened. Then conversation shifted as he went into detail about the attack.

"… and then Topaz did something with her sword and shot two centipede-like Grimm at me…"

"Whoa, whoa, hold on there." Detective Holms interrupted. "Do you really expect me to believe that someone actually had a weapon that could shoot Grimm?"

"I've never seen anything like it either, but that's the truth."

"I highly doubt that." General Ironwood commented.

*sigh* "You asked for this…" William said as he put down his fork and his right arm from the shoulder down turned into a Grimm centipede like the one he had fought yesterday.

"AAAHHH!" A few screamed in surprise, Detective Holms included. However, others like Ruby and Nora responded similarly to "coooool!"

"That's a Death Crawler." Ms. Goodwitch stated. "They are almost exclusively found near Mistral."

"Do you believe me now?" William asked self-assured.

"Well that is certainly proof, and there seems no way you would have contact with a Grimm found on another continent, but how it 'fired' the Grimm is what I would like to know." Ozpin said sipping his coffee. "Although if you would be so kind, can you please return your arm back to normal, the other students are taking notice."

William looked behind Ozpin seeing that he was right and the Death Crawler disintegrated leaving his arm as it was before. "I don't know everything, but I think there is some kind of trick to the handle, like maybe twisting it. I didn't really get a good look during the fight."

"Wait, I thought you could only turn into a Beowulf?" Detective Holms interrupted. "And only be able to change during a full moon, like a werewolf."

William sighed again. "I'm sorry to tell you, but you seem to be GREATLY misinformed. I took the name Were-Grimm because it was convenient at the time, I by NO MEANS am anything like a werewolf. You see my semblance is consumption, meaning I can integrate the properties of whatever I eat into my biology. Usually this is only temporary, however Grimm has proven to be the only known exception. As for why I typically appear as a Beowulf, it is because of all of the Grimm I have consumed it is the one that most closely resembles my normal form in terms of anatomy and are readably available. And yes, Ursa are similar to us from an anatomical perspective, however I have trouble moving with those short stubby legs. "He elaborated. "….By the way who told you that anyway, if you don't mind me asking?"

"Some of the other students." Detective Holms meekly said.

"I…I can't… I don't even know how people come up with these kinds of things." William muttered looking the perfect blind of confused and disappointed at the same time.

After that, Detective Holms continued to question William who continued to eat, cleaning his plate spotless, and then went back for a second helping returning with one of his 'normal' servings. They continued with who did what, where, etc. Ms. Goodwitch chimed in once in a while when the detective asked a question about something William didn't remember or that happened after he had lost consciousness. The questions lasted a good thirty minutes, by then William had finished eating his third and fourth serving.

"Well, I think that should just about do it, with this we can probably put those two away for a very long time." The detective said standing up. "If you have any questions or remember anything else, please call me." He said handing William his card.

"Actually there is something, what will happen to Topaz's sword?"

"Her sword?"

"Why would you like to know?" General Ironwood asked in his usual cold manner as he and the others stood up.

"Just curious."

Ozpin walked in front of Ironwood. "We will be examining her sword to see how it works. Afterwards if we deem it okay you may have it if you wish. "

"That's ok you can keep it. I do have one other question, though. How common is it for someone to use Grimm as a weapon?"

"There have been rumors and myths about them, but until now I have never actually encountered any tangible proof."

"I see, if that is the case then let me give you a piece of advice; I don't think studying the sword will do any harm, but trying to use it or carry it around for an extend period of time and I'm certain you'll regret it."

General Ironwood's eyes narrow. "What do you mean by that?"

"It's merely a warning, I don't know why, but I get the feeling there's a reason people using the power of Grimm like that are normally reserved for myths."

"And what proof do you have?"

"Aside from the weird feeling I got from both the sword and its late wielder and as someone speaking from experience, using the power of Grimm without being emotionally and mentally prepared can have some VERY dangerous side effects to the user and those around them. But other than that, nothing."

Ozpin raised an eyebrow, "Are you, by chance, suggesting that the sword may have had an effect on the members of team JPIT?"

"I can't be one hundred percent sure, but given what happened to their other teammate I think if it did anything it only helped bring to the surface what was already there."

"I see, well thank you William we will be sure to heed your advice. I'd also like you to keep your transformations to a minimum. I have informed all of your teachers and I have given them the ability to authorize you to use your Grimm powers, but only in the confines of their set parameters. One last thing before we leave." He said producing a gray plastic card with Beacon's insignia on it and handed it to William. "While we have your scroll in evidence you will need this to get into your dorm room. I'll have a replacement scroll sent to you when it is ready."

"Thank you." Replied the black haired wolf Faunus.

Ozpin and company soon left, shortly afterwards so did William and the rest of the group. Much of the remainder of William's day went like he had predicted; switching between sleeping and reading the book Blake got him, at least that is what he told everyone. True he did take a quick nap and he did read the first few chapters of his book, but the bulk of his day lying on his bed staring at his photo and rereading the contents written on its back.

What could he do, what SHOULD he do? He couldn't see anyway where telling them the truth would end well and for once in his life he was actually happy. He mulled it over for hours at a time trying to figure out the best course of action. By the time he was ready to go to bed he had decided that he couldn't tell them until he had more information about Summer, Ruby, and maybe even Yang. Although he wasn't sure if any information about Yang would be helpful, but he reasoned 'better safe than sorry.' He also decided that it would be too dangerous to continue to carry his photo with him so he hid it inside of the lining of a cover of the book Blake had bought him.

William attended classes on Thursday and, for the most part, it wasn't too bad. There were more than a few people who were cautious around him, but the majority were just genuinely curious about him. Classes resumed as normal; lectures, professor Port's "lectures", and normal combat practice. Despite his healing ability, Ms. Goodwitch decided, in light of the events two days prior and his recent surgery, William would not participate for the next few classes. William assured her he was fine, but eventually yielded to her decision. Even though he initially protested the idea, William eventually found himself enjoying the others' sparring matches and even saw some cool moves and weapons that piqued his interest. Afterwards he had his first cram class with Ms. Goodwitch, much to his, and Ms. Goodwitch's, surprise he was able to easily grasp the material and had already began making connections to things he had already known as well as a few things he didn't fully understand beforehand. In spite of this he still felt the day's toll on his mind, it had been a long day and a two-hour cram class only added to his fatigue. By the time they had finished William was almost ready for bed, but then Ms. Goodwitch reminded him that he still had to go to the doctor for his check-up and for his first day as a Grimm "consultant".

She escorted him to the doctor's office where he saw the same doctor who gave him his physical to clear him to enter Beacon. He later found out he was the one who performed surgery on him. William had forgotten his name and called him "Doc", much like Yang did during their first encounter. In addition to Doc there were about seven or eight other individuals with him, all of them said they had experience studying Grimm before. First was a quick serious of test to see if he had recovered from his surgery, to no one's surprise he passed with flying colors. William did however get the feeling that Doc had rushed through the test, clearly eager to begin the testing of his other form. This made William more than a little nervous.

As the tests began William found them to actually be pretty simple and not as invasive as he had feared. All he had to do was transform into a Beowulf and let them x-ray him. Afterwards was a CAT scan, MRI, and allowing them to take some blood and hair samples from his normal form as when they tried taking them from his Beowulf form only to find out doing so caused the samples to evaporate like normal Grimm.

When all of the testing was finished the doctor informed him that they would notify him when they needed him next, noting that they would be as flexible as possible about him coming in if he had any plans and would try to notify him with enough notice in advance. The part that really struck William as weird was the fact that the doc and his colleagues were so thankful, some of them almost seemed to be crying with joy. William just tried to play it off and reduce the awkwardness as much as he could.

After he managed to get the doctors to stop shaking his hands, Ms. Goodwitch invited him to her place for dinner. She called it her way of celebrating his clean bill of health. As it turned out she didn't live too far from the school, only a short ten minute airship ride and about another ten or fifteen minutes of walking. Her house was a small well-kept white cottage with blue trims, and a small rose garden on out front that seemed very well maintained. The inside was as well-kept as the outside, the living room had a clean white carpet, a large bookshelf on the right covering the side of a stair case leading to the second level with just enough room for a person to walk between it and the wall, standing from the door, a green couch, to the left, with a nightstand with a lamp on it next to it, a class coffee table in front of the couch, and a fire place on the back wall next to the open doorway leading into the kitchen. On the fire place mantle and all over the walls were pictures and framed awards for various accomplishment spanning her professional career as a huntress and seemingly before that.

"William, is there anything, in particular, you like to eat?" She asked.

"Anything's good, I'm not really a picky eater."

"Are you sure?"

"Well, if I had to pick anything, I'd say I'm a fan of spaghetti."

"Well, you are in luck that happens to be my specialty. I'll get to work making dinner, do you like garlic bread?"

"Sure."

"Okay, just wait in the living room while I fix dinner."

"Actually, do you mind if I help?"

"Do you know how to cook?"

"Well when I was stuck in the valley, I found a few cookbooks and tried a few of the recipes. I'm not great, but I'm still pretty good."

"Well, I don't mind."

The two entered Glynda's kitchen; it was a modern kitchen with a granite countertop in the middle of the kitchen with a number of assorted appliances on one side and a small dining table on the other. They washed their hands and got to work. Glynda said she would make the pasta if William made the sauce. True to his word William was proficient a converting the tomatoes into a rich sauce. What really impressed her was that William could identify seasonings that would complement the sauce just by smelling them. She knew he had a well-developed sense of smell, but this was still unexpected.

After they finished cooking, they sat down to eat. William's plate had a small mountain of spaghetti that was more than four times Glynda's portions.

"William, I've been meaning to ask, how do you eat so much and still remain so thin?" She asked half kidding with a joking tone in her voice.

William froze for a brief moment, in his short time at Beacon this was the first time she seemed to let down the serious nature of hers. To say the least, it was a surprise.

Catching himself being speechless he said the first thing he could "Well, my semblance IS consumption, is it really all that weird." He joked back.

"No, it's just that you when I see that it reminds me a little of your mother."

"My mom, really?" he asked quite confused. He could never remember his mother eating anything other than modest portions, and barely that, she would sometimes say she didn't have enough room and gave the rest to William.

"Yes, when she and I attended Beacon together she would get so worked up about studying or training that she would sometimes forget to eat for a few days and then once she realized it she would eat herself silly. We often joked about how she kept herself so skinny."

"I never knew that, what else do you know about my mom?"

As they ate Glynda told William stories about his mother; how she got into Beacon, apparently though they were on different teams they had come face to face with a giant Grimm beast and had to fight it together. She also told him it reminded her of a similar experience the future members of teams RWBY and JNPR had during their initiation. She told him about how they had once stopped a bank robbery and how they once fought over the same guy almost burning down Beacon in the process. They both laughed hysterically about that. For William it was actually a big surprise that the always stern Glynda Goodwitch could have such a side to her. He also got to hear things about his mom he never knew. He had wanted to ask her about his mom before, but with everything that happened; enrolling in Beacon, the combat exam, and the whole thing with team JPIT it just sort of slipped his mind.

After a while it came her turn to ask about William and what other skills he may have that she didn't know about. Referencing his superb pasta sauce.

William told her about how he could sew, knew minor medical aid, had experimented with carpentry, and even learned how to do minor electrical repairs after messing around with the discarded electrical devices. Seemingly not very entertained by his answer she asked if he had any interesting stories. William responded with a few; such as the time he dressed as an old lady and transformed into a Beowulf to trick someone who was trying to collect on his bounty that he was just a dream about his grandma brought on by stress. He eventually managed to convince him to abandon his hunt, drop his gear, and run back to Feign naked. To this day William still could not believe that actually work. Then again Glynda did point out, prior to meeting William, that if she encountered a talking Beowulf dressed as her grandmother she probably would have believed she was dreaming as well.

The two continued to talk, long after they finished their food and washed the dishes. Eventually their conversation turned towards his new job, as it turns out that tomorrow was the first of the new month. When William asked about how he would be paid for this month she told him that do to school policy he will be paid in full for his work. As it turns out if he was not needed he could not go to work and still be paid for the month. William wasn't really comfortable with the whole idea of doing nothing and getting paid, to which she commented he was a good boy for that. However, he was happy he was going to get paid tomorrow. He had forgotten to get the detergent he needed and still hadn't returned the clothes he borrowed from Ren and Jaune. The money was to be put into an account and William could pick up his card when he came to her office for their cram class tomorrow. Throughout their conversation William covertly slipped in questions about teams RWBY, JNPR, and the rest of the group that he had meet during their first encounter. While William's interest in the groups was genuine, he paid extra attention to the details about Ruby and Yang.

As the conversation continued William tried to lead it towards combat class, specifically when he would be allowed to participate. Feeling he wouldn't let it go Glynda decided that if William felt up to it he could participate on Wednesday's class. William didn't like the idea of waiting that long, but also knew that was about as close as he going to get so he accepted her terms. She also mentioned that while he couldn't participate in class that he should still try and train outside of class, making sure to stress the fact he shouldn't overdo it. As it turned out Beacon has a number of training rooms that a student can use for as long as they like and they were available 24 hours Monday, Wednesday thru Friday and Saturdays. Apparently they clean and repair them twice a week or as needed depending on how intense a person's training is. After that Ms. Goodwitch brought up the topic of William's Grimm powers.

"'William, I've been meaning to ask you about your…abilities."

"You mean my Grimm powers. I don't think I'll be able to use them during your class."

"May I ask why?"

"I'd prefer you didn't."

"William, if I am to be your instructor and guardian I need to know as much about you as possible." She said giving him her sternest expression.

William looked her in the eyes and could tell he wasn't getting out of this unless he told her. "Okay, but first you have to promise me and I mean PROMISE me that this doesn't get back to general Ironwood."

She hesitated for a moment. "I promise."

*sigh* "I can't use my aura and Grimm powers at the same time."

"You can't?" The platinum blonde responded raising an eyebrow.

"It's kind of embarrassing, but that's my big weakness and that's why you can't tell Ironwood. He'd probably use it against me and you've already seen what could happen."

"What do you mean?" The sorceress asked confused.

"When I fought team JPIT I tried to transition into my Beowulf form, but they attacked me in the middle of my transitions and as a result they nearly killed me. The same thing happened afterwards, I was so distracted chasing them, that by the time I saw the attacks from the other professors and students I ended up taking the brunt of the blast before I could fully shield myself with my aura." The young Were-Grimm morbidly explained.

"But I saw your Beowulf body disintegrate after the attack."

"What you saw was nothing more than a disconnected shell. I can undo my power two different ways; the first being having the entire form dissolve into ash and the other where I only sever the connection to my body producing a temporary Grimm suit."

"I see, is there anything else I should be aware of?" She asked sympathetically trying to fully comprehend the magnitude of what he was explaining.

"Yes." William replied lowering his head. "Do you remember when we first met, how Ruby noticed my eyes change colors? As you've already seen when just my right eye turns red I become significantly more… aggressive, but when both of my eyes turn red…I…I lose control." William said shuddering.

"What about when we first met, you transitioned between one and two red eyes several times during your fight with Ruby and the others?"

"It's more complicated than that. When both my eyes turn red it means I'm not in control, it's when my Grimm is. The only reason I could switch between the two states during our first encounter was because that ensured the highest probability of everyone dying. As long as someone dies, my Grimm power won't fight me as much and are more than happy to take over when it comes to the finishing blow, but now is different. I never wanted to kill before, but I HAD to in order to survive. Now…now I don't, but between that thing with team JPIT and the students who fear me…." He trailed off. "In the valley I couldn't allow myself to feel anger or sadness, otherwise the Grimm in the valley or my own Grimm would respond to it. I thought visiting my mom's grave would help, and it did, but now it feels like I can't hold any of it back anymore….And when you combine that with the negative emotions of the other students….it…"He trailed off again this time shaking like a leaf.

"William." She said softly reaching across the table and placing her hands over his.

"I don't know if I'll be able to take control again, if anything, I may lose control permanently, but at the same time if I don't use my power and continue to consume Grimm the side effects will continue until I either give in or die." He said with his eyes starting to swell with tears.

"William, you are a very strong individual, just from what I have heard tonight and have seen thus far, I believe you will be fine."

"T…Thank you." He said choking on his words as a few tears slipped out.

Ms. Goodwitch got up from her seat, walked over to William, and wrapped her arms around him. They remained there for a few moments not talking, just enveloping themselves in the embrace.

By the time the two had disconnected it was already eleven o'clock. Seeing this Glynda suggested William stay the night. William agreed. She got him a spare pillow and blanket and he got comfortable on the couch.

As the sorceress began making her way towards the stairs.

"Ms. Goodwitch."

"Yes, William?"

"Thanks for everything."

"Your welcome, you're always welcome at my home."

"I mean it, you didn't have to become my guardian, and you've already shown you care just by being there for me so many times already. I just want to say thank you for everything."

"You are most welcome William, good night."

"Good night." He yawned as she turned out the light.

William hadn't noticed it because she had turned away from him, but the strict Glynda Goodwitch, known for her "no-nonsense" attitude, was smiling and even let slip a few tears of joy as she ascended the stair case.

At first William was comfortably sleeping until he drifted back into THAT dream again. William was aware it was a dream and managed to muffle his screams so as to not alert Ms. Goodwitch, but William couldn't stop the dream from continuing. He could feel himself crying as he watched as he killed everyone again. Each death more brutal then the last. It finally came to an end like before, William closing in on Ruby and Weiss as they lie on the ground dying. Just as he brought down his claw for the final blow an alarm sounded causing William to fall off the couch and face first on to the floor. It was Ms. Goodwitch's alarm clock. Despite her short commute Ms. Goodwitch liked to get to work early to deal with any necessary paperwork and to decide the next sparring matches as well as prepare or adjust her lesson plan. Fortunately for William he was able to whip away the tears he cried and fold his blanket to cover-up the spots soaked in sweat before Ms. Goodwtich could finish walking down the stairs. This time she insisted she cook, William still half asleep didn't argue. One thing that surprised him was that she seemed, somehow, used to preparing what most people would call excessive portions. When William asked about it she told him that she and his mother inadvertently did this every week or so. His mom would lock herself in some secluded area or go training in the woods for a few days and comeback to Beacon half-starved, and Ms. Goodwitch "out of the love of her heart" (William suspected it was more like pity) would feed her.

After they did the dishes they headed out for another day at beacon. Along the way Ms. Goodwitch told William that if he ever didn't feel like staying in the dorms, for whatever reason, he could come over to her place. All she asked in return was a little heads-up. William may not have admitted it, but for the first time in a long time he felt like someone truly cared about him. Neither of the two could or needed to say it, but they both felt like they had someone, at least close enough, that they could consider family and enjoyed the commute to Beacon in a pleasant silence.

Friday's classes were the same as before and William tried to enjoy it as much as he usually did, but with the guilt of Summer's death, the fears of his recurring nightmare, and the annoyance of some of the students, he found it more than a little difficult. The other students either kept their distance and whispered about him or went up to him and asked him a barrage of questions over and over again. In truth he preferred the former, he was happy people weren't afraid of him, but when eight people in a row ask about if your Grimm form has a penis or if Grimm can poop, a person's patience can only go so far. William was truly baffled as to why so many people's first question either involved his genitalia or his ability to expel waste from his body. Still Ruby and her friends managed to help him through it. After finishing his cram class with Ms. Goodwitch he received his debit card linked to his account in his name. Since he didn't have to go in for work with Doc he decided he was going to go shopping so he could get the laundry detergent and FINALLY give Ren and Jaune their clothes back.

By the time he got to the Silver Guard Mall it was a little past six. He quickly picked up the detergent and then proceeded to walk around and browse the various stores. William had been wondering around for about twenty minutes before a familiar voice called out.

"Hey, ice cream wrecker!" A soft voice jokingly called out.

William turned around to see a short young woman with pink, white, and brown hair. "I thought you forgave me for that." William joked back walking towards the girl.

"I did, I'm just joking. I haven't seen you around lately."

"Well it's been a pretty busy week for me; I started school and got a job recently, so things have been pretty busy."

"I know how you feel my job has me running all around the kingdom."

"Sounds rough, what do you do for a living?"

"Oh…uh… I work in urban development."

"Sounds interesting."

"It really isn't. Believe me." She said obviously trying to brush it off and change the topic. "So do you wanna hang out or something?"

"Sure."

William never really got a lot of chances to play with others growing up, so he wasn't sure what to do or even how to "hang out". Feeling a little unsure about what to do William tried to play it off "So what do you want to do?"

"Well there is an arcade at the other end of the mall, we can try that for a while."

"Sounds good."

The two entered the arcade, it was a large space filled with rows upon rows of arcade games. Apparently they even had a laser tag ring in the back. They took their time playing the different games. At some point they somehow arranged a wager in that the first person to win at ten games could get the loser to do one thing they want. William normally wouldn't agree to something like this, but he soon learned the power of a cute girl's smile can be very persuasive. The first four games were air hockey, Neo didn't want to stop playing till she beat William. Though she did eventually beat him the score was still 3:1 in William's favor. Then they tried a co-op shooting games with the plastic guns. This however only proved neither one of them could hit the broad side of a barn with an airship, so they decided to just call it a tie and both of them get a point. From there they tried skeeball and basketball, despite her height Neo completely dominated William at these games bring the score to 6:4 in Neo's favor. The two continued competing until the score was tied at nine wins a piece. The final game would be a game of Pic Man, William had never played the game before, but still managed to get a score in the hundred thousand range.

"You better get ready to do what I say." Neo proclaimed cracking her knuckles.

Before she could even insert her coin for the game she was pushed by a large very heavy man.

"Hey, you pushed me."

"Oh, sorry little girl." He began turning around. He was about three or four inches taller than William with long unkempt dark hair and a matching beard with what looked like half eaten cheese curls in it. "But the grown-ups get first dibs."

"Hey buddy, there's no need to be rude." William cut in trying to minimize the potential damage, still remembering all those people fleeing the ice cream shop the last time he saw Neo.

"Well, what are you and pipsqueak gonna do dog boy?"

-5 Minutes later-

"William let me down!" barked Neo as he carried her over his shoulder, her facing his back, as he ran through the mall at top speed.

"That depends, is mall security still chasing us?"

"Stop you deviants." A loud deep voice bellowed.

"That answer your question?" Neo replied seeing the angry mall cops chasing them, waving batons in the air and shouting.

He sighed "Unfortunately."

William ran out of the mall and into the downtown area. After running through the city zipping back and forth through the varying alleyways and streets for about fifteen minute they eventually escaped their pursuers. Realizing they were in the clear William stopped and finally let Neo down.

"Did you really have to bash that guy's head through the game screen?"

Neo responded by giving him a stern look.

"Ok, I know he was a jerk, but that doesn't mean you had to assault him."

"You do know he called you a dog Faunus when you are clearly wolf Faunus?"

"It doesn't mat…wait you can actually tell the difference?"

"Yep."

"Wow, you are the first to actually be able to tell the difference, on occasion even some Faunus mix it up."

"I know more than that, I also know you're half human."

"How did you know that?"

"Your left wolf ear told me all I needed to know." She answered pointing to his cut ear. "You were culled, and by the look of your ear I'd say it was when you were very young."

"Wow, color me impressed. You're actually the first human I've meet to actually know what 'being culled' means."

"Well my job has me working with a lot of Faunus and I picked up a few things."

"Huh, I can see a lot of Faunus working in 'urban development'."

"You have no idea." The two chuckled a little.

"Well, Will this has been fun, but it's getting late, so I need to start heading home. Raincheck on that last game okay."

"I'll walk you home."

"What do you think this 'young maiden' needs a knight to protect her virtue from the scandalous villains and thugs hiding in the shadows?" She joked.

"Perish the thought, I only asked to escort you because if I let you walk home alone those 'villains and thugs' will have their entrails decorating Vale's walkways before they even realize it. And I'm pretty sure that is a bad thing for 'urban development'."

"hehe, good point. Then, my fair knight, you may escort your maiden." She joked.

"With pleasure my lady." William joked back. "Oh, and please don't call me Will, I hate when people do that."

"Ok, Willy."

"You're just gonna keep that up until I tell you Will is ok, aren't you?"

"Yep." The short girl answered with a grin.

"Alright, you can call me Will." The Faunus boy admitted in defeat.

"Yay."

The two walked toward Neo's apartment, Neo guiding William by the arm. When they stopped at a crosswalk and waited for the light to change Neo noticed William was blushing as they stood there, arms locked. This gave Neo a few ideas. "You know you're pretty cute when you blush." She said with a grin.

"W..what?" William responded obviously flustered.

Neo chuckled "Heh, that's revenge from before. How do you like a taste of your own medicine?"

William raised an eyebrow and grinned "So you think I'm cute do you?"  
"Well... I mean."  
William's grin widened.

"Oh you." She said lightly shoving him. "Hey, by the way, there's something I've been wanting to ask you."

"Sure go ahead." He replied as the light changed and they crossed the street.

"You struck me as one of those goody-two-shoes who would normally just go to the cops, so why did you grab me and run?"

"Well, normally I would have just gotten security, but I understand that sometimes you need to do something. Even if that something isn't necessarily the lawful way. I've encountered people like that guy before and I know sometimes you can't just let that go."

"Huh, I guess I had you pegged wrong, there's more to you than I thought Will."

"That …and I wasn't sure or not if you would have slaughtered the security guards."

"Heheheh." Neo laughed. "I was considering it."

The two continued walking arm-in-arm with one another asking each other about themselves. William tried to answer as honestly as possible, but still tried to down play much of his past. Specifically, anything regarding being a Were-Grimm. As they neared Neo's apartment the weather quickly turned nasty, as it began to pour down heavily on them. The two, quickly becoming drenched, ran as fast as they could to Neo's room. The apartment she was staying at was an upscale hotel with rooms facing the parking lot. Neo unlocked the door and they ran in as fast as they could. Even though it only had been raining a few minutes the two were already soaked.

"Well, we can't stay in these wet clothes," Neo stated. "How about this; you hop in the shower and I'll see if I can get you something besides a towel to wear?"

"I'm fine you can go first."

"You just wanna see me in a towel first don't you?" She cooed in his ear as she walked to the closet to get some towels.

"I, uh, NO, NO... I swear I didn't mean it like that…it's just you're so small… and-" Neo raised her hand to signal him to stop.

"I'm just messing with you." The triple colored girl said blatantly. "Relax, its fine I'll go first. Oh and for the record women prefer to be call petite or thin, not small." She said going over to the dresser and grabbing some clothes from the dresser then walking to the bathroom, making sure to sway her hips in a way William couldn't help but notice. "See something you like."

"I, uh, well…" He stammered. "You're enjoying this aren't you?" He sarcastically asked regaining some of his composure.

She walked into the bathroom slowly closing the door enough for only her head to be visible. "Yes, yes I am. Oh, and the remote is on the nightstand if you want to watch anything." She said before full closing the door.

Neo's apartment was what most people would expect out of a hotel. The room was a little smaller than the William's dorm room, there were two beds, a closet, two dressers, one with a TV on it, a comfy chair in the corner, two nightstands, one next to each bed with a lamp on it, a mini-fridge with overpriced snacks, and a long AC unit on the wall. There were two rolling suitcases in the corner, one a mix of pink, white, and brown, William felt he could safely assume it was Neo's, and the other he wasn't sure. He didn't peg Neo to have Jack O' Lantern themed, well, anything. He reasoned that perhaps she had a roommate.

Not wanting to get too curious William decided to just watch TV. He grabbed the remote and began channel surfing, eventually deciding on the local news. They were doing a story on the upcoming Vytal Festival and trying to predict you would win. William watched for a little while before, "Breaking news, from the Silver Guard Mall we just received a report that a two culprits, both assumed to be Faunus are responsible for the brutal assault and attempted murder of a local man."

"OH COME ON, WHAT THE HELL!" William shouted as Neo, almost on cue, exited the bathroom.

"What's going on?"

"Apparently they're saying we tried to kill that guy…oh and you're a Faunus."

"What?" She chuckled.

"How can you be so calm?" William asked clearly upset by this.

"You can relax, I've got more than a few tricks up my sleeve, one of which is that the second I entered into the mall all of their security cameras will show false images so chances are none existent that they saw you do anything."

"Really, how did you do that?"

"Trade secret." She said putting her finger to her mouth with a cute smile.

It was then that William noticed what she was wearing. She was wearing a white t-shirt with a large triple tomoe emblem with the other two colors being pink, brown, and the white of the shirt and pink pajamas with white and brown bunnies on them.

William didn't think he was staring until Neo spoke up "Are you going to keep staring at me or are you going to take a shower?"

"Oh…um…well…it's just you're so cute and…" William paused "-I'll take that shower now."

Neo smirked. "First let me get you some clothes to wear." She said moving toward the two rolling suitcases and unzipping the Jack O' Lantern one. After a few minutes of rummaging around in it, she produced a plain white t-shirt that seemed far too big for her and a pair of black pants also too big for her.

"Any particular reason you have clothes for someone twice your size." William half-jokingly asked.

Neo looked down. "They belong to someone important to me." She said solemnly.

"I'm sorry I didn't mean to upset you." He apologized taken aback by her change in mood.

"It's ok it's not like he's dead or anything, he's just on a…extended stay and can't come and get his things at the moment."

"I see, well I hope you two are able to see each other again sometime soon." The wolf Faunus comforted.

"Thanks." She replied handing the clothes to him. "When you finish showering you can just hang your clothes up on the rack next to mine. Oh, and don't turn off the light, it may hurt your eyes, but it works almost as good as a dryer."

William entered the bathroom and took off his clothes placing them on the folding towel rack, presumably Neo brought it, next to hers. He then turned on the shower, adjusted it to his desired heat, and went in.

 _What a crazy day this has been._ He thought to himself. _First I run into Neo, then we play games, she beats up a guy, I run from the police carrying her, people think I'm an attempted murderer, and now I'm taking a shower in her hotel room._ William felt his face redden, trying not to think about it too much. _Wow, this cannot possibly get any crazier._ _Then again this is Neo we're talking about. Chances are somethings going to happen, again. And why am I even here, I could have just run away and left her there. She's a big girl, well age wise anyway, she can take care of herself. But then why does that idea not feel right, I mean I've spent the last ten years doing stuff like that, why is she different. Just because she's cute, and she treats me like an actual person, and she said I was cute and… HOLLY CRAP! What am I thinking, I barely know the girl? How can I have feelings for her?_

William's thoughts were soon interrupted by a loud burst of thunder. Being snapped out of his mental debate over his feelings he realized he had been in there too long and decided to wash up and get out. The clothes Neo had handed him were a little loose on him, it seemed Neo's friend was a little taller than William.

When William exited there was another large boom of thunder. When he got close to the beds he noticed a conspicuous lump on one of the duvets shaking like a leaf in a storm.

"Neo, are you okay?" William asked.

"I…I'm ok…just great."

*loud clap of thunder*

"EEEEHHHH!" She cried shaking more quickly than before.

"Neo are you scared of thunder?"

"No…"

*Thunder noise*

"Well, maybe a li-"

*Thunder noise*

"YES, I'm scared, really, really scared." She said trying to not cry. "I bet you think I'm just a little kid, don't you?"

William didn't reply. He walked over to the bed. "Mind letting me in?" he asked.

"What?"

"When I was little I was scared of thunder and lightning, but my mom would always hold me tight and it always helped me calm down."

"You're not just using this as an excuse to touch me?"

"I'll tell you what, if I touch you anywhere inappropriate or make you feel uncomfortable you can kill me."

"Like I need your permission." The ice cream themed girl snapped.

"Do you have any better options?"

"I…"

*loud thunder noise*

"Ok, ok get in here." She said lifting up the covers.

William slide under the covers and wrapped his arms around her shoulders. William tried to stay calm, but he felt his heart beat start to speed up and he could feel Neo's doing the same. When the two looked at each other's face they could see the other was blushing deeply. Upon seeing this the quickly look away but did not disconnect. The two soon began enjoying the warmth of the other.

"Hey Will?" Neo asked quietly.

"Yes." He softly whispered.

"Remember when the news said they thought I was a Faunus?"

"Yeah, what about it?"

"What kind of Faunus do you think I would be?"

"Well, given it's you, I'd say something with carnivorous and predator animal traits, but also is kind of cute. So maybe a cat Faunus…with a tail matching your hair."

"Heh, I'd actually like that. So do you prefer Faunus girls or human girls?"

"I'm not going to lie I do find Faunus girls with tails attractive, but not having a tail isn't necessarily a deal breaker for me. I guess I always hoped to meet a girl who would just accept me for…well me."

"I'm sure you'll find her someday Will," Neo said, not moving out of William's embrace, turned off the TV and the light next to the bed. "Good night." She yawned cuddling up to him.

"Goodnight Neo." He replied pulling her closer into their embrace.

About halfway through the night William felt himself slipping back into his recurring nightmare. However, this time was different, before he could even harm someone in his dream the world of fear quickly began to disappear. He wasn't sure what was going on until he felt Neo hugging him. He had begun to whimper in his sleep and she was trying to comfort him. Somehow that was all it took to silence his nightmare. As he fell back to sleep he quietly whispered "Thank you Neo."

Saturday morning came too early for the two. Neither wanted to let go, for all their embarrassment the two couldn't deny the fact they felt calm and safe holding onto each other. It was William who caved first with a loud rumbling coming from his stomach.

"Heh, hungry are we?" Neo asked looking up at William resting her head on his arm.

"Yeah, tell you what if you know where I can find a good diner I'll buy us breakfast."

"Really, well I know a nice place a couple of blocks from here that makes the best pancakes."

"Do they by chance cater to individuals with big appetites?"

"Yeah, why?"

"You'll see." With that the two got ready, Neo changed in the main room while William changed in the bathroom. Then they headed out for the diner.

"Hey Neo."

"Yes."

"Do you know any places around here I can buy some laundry detergent?"

"Yeah, there's actually a place right next to the diner, I think it's a Ceiling Blue. Why do you ask?"

"Well you see I need to do some laundry and I had bought some yesterday. However, I kind of forgot to grab it after what happened the arcade thing yesterday."

"I see, sorry about that," Neo said quietly.

"Did you just apologize?"

"You must be hearing things."

"Guess I am," William smirked.

The two made it to the diner. William ordered three helpings of pancakes and Neo ordered just one. What William didn't count on was Neo convincing him to try bananas on his pancakes or that it was really good. The two finished eating and readied to head out.

"Hey Neo, do you have a scroll?"

"Who doesn't have a scroll?"

"Well for the time being me, but if you don't mind can I get your number."

"Sure." She said taking a napkin from the dispenser and producing a pen from her purse. She wrote down her scroll number and handed it to William. With that the two left, going their separate ways waving each other off.

William bought his detergent, for the second time, and headed back to Beacon. William took his time, unsure of what the others would do or say given the fact this was his first time ever being out all night.

Just as he had entered the airship port William notice a large party of people exiting the Beacon airship.

"William!" a familiar voice called out.

At the front of the large group was Ruby running into William, embracing him in a big hug. "William, what happened to you? You didn't come to dinner last night and no one had seen you. Are you okay?" She asked in a rapid pace.

"Relax Ruby, I'm ok." William calmed as the rest of the group caught up. William was a little surprised at those who showed up to look for him; the rest of team RWBY, team SSSN, team JNPR, team CVFY, professor Goodwitch, professor Oobleck, professor Port, general Ironwood, and a dozen or so of his mechanical soldiers.

"Where have you been?" General Ironwood asked.

"I got lost walking around and then fell asleep waiting for the rain to stop."

"Do you expect me to believe that?" He barked.

"What reason would I have to lie?" The wolf Faunus scowled.

"Okay, that's enough you two." Beacon's resident sorceress interrupted. "William, I do not believe you would intentionally lie about your whereabouts, however I would like you to try and not stay out all night." She said with her usual stern tone, with just a hint of anger in it, enough to cause both general Ironwood and William to take a step back. "Now William, I suggest that general Ironwood and I escort you to professor Ozpin's office to give him a full report."

William followed them to Ozpin's office where he gave them a full report. William wasn't sure why, but he decided on not mentioning Neo or the arcade. He did however tell him he was at the mall and just said he accidently forgot the first bottle of detergent somewhere and went to get another bottle after breakfast. William knew they could track his spending, so he needed to be as honest as possible. He knew they would think all the food he ate at the diner was for him so there shouldn't be any problem. After a little of the usual back and forth with general Ironwood and Ms. Goodwitch ending it, professor Ozpin dismissed William. However, as he left William felt like Ozpin may have actually seen through his lies, but merely not said anything. William mulled it over for a bit, but just decided to not think about it.

William realizing it was only 10am, decided to go to the cafeteria for breakfast (those pancakes were good, but not filling, at least for him). On his way there he ran into teams RWBY and JNPR who were heading to the same place. They got their food and then everyone began asked him about what happened to him. William did feel less inclined to lie to them, but still did. He knew Neo's "urban development" story was a lie, but he couldn't bring himself to possibly get her in trouble. The conversation soon turned to a suggest reading list that Dr. Oobleck hinted to on their way to look for him.

"Uhh, why does he plan on having us do a report?" Yang whined.

"Don't worry, as long as you go to the library, you can be more than prepared." Blake calmly replied.

"This school has a library?" William said almost jumping out of his seat.

"Didn't the school in feign or the village itself have a library?" Weiss asked.

"They did, however it was merely just a small room in city hall that use to be a janitor's closet. The books themselves were old and beaten, often missing entire chapters."

"Well I think you'll like Beacon's library." Pyrrha smiled.

After they ate the group headed to the library. William upon seeing the vast amount of information and the condition of the library itself almost fainted. There were books on almost every subject a huntsmen could ask for "Advance Aura Manipulation", "Grimm Migration and Hunting Patterns", "Applications of Dust Woven Fabric" and countless more. Ignoring his friends and the whole reason he came here William began devouring the content of book after book. Little knowing that this would be his entire weekend.

After reading for a little while William went back to his room to grab a notebook and pen to jot down anything he found interesting. By Dinner time William had completely filled nine different notebooks, thanking Weiss for convincing him to buy them in bulk, each categorized by different subject. By Dinner time Sunday the number of notebooks had increased to thirteen, but what bewildered William was a strangely recurring set of names; Zoroaster, Isaac, Oscar, Phadrig, and Norman. It seemed like whenever he read one of the books regarding a revolution in the field of being huntsmen at that point in time it was published those five names, without any last names, would continually to show up. More perplexing was the fact some of these books were written during or even before the Great War eighty years ago. Much of William's Sunday night was spent pondering this.

On Monday the court case against the remaining members of team JPIT began. Both members called to other anti-Faunus groups and somehow the information about William's abilities was leaked to the press. The news story spread throughout not only Vale, but the entire world.

By Tuesday reporters from the four kingdoms were trying to get information about William. It quickly got to the point that Ozpin had prohibited reporters from entering school grounds and general Ironwood had his mechanical soldier walking the parameter of Beacon to make sure that no reporters tried to sneak in.

Being the careful men they were, Ozpin and Ironwood had already redacted William's place of origin to say Vale, which was technically true, and since Feign Village couldn't risk losing their support by revealing any information about William and their treatment of him there was no need to worry about them saying anything.

However, this did not stop the students. While the rumors about William being a Were-Grimm certainly did spread after the events with team JPIT there were still many who did not believe this, stating it was little more than a myth or an exaggeration. Yet, after it be spread all over the news there was hardly anyone who didn't believe it now. Many believed he was some kind of monster, some were paid by reporters to try and get information about William, even going as far as trying to steal things from his dorm room, and others just feared him.

Although to William who knew their darkness, arguably better than they did, he just let them go, if asked directly he would set them straight, but for the most part he left them to their own devices. He knew that no matter what he said or did, they would only believe him when they WANTED to believe him. Despite the apparent stress of the whole matter William did manage to gain some normalcy in his life through his classes and friends.

Then came the fateful day of Wednesday. William could hardly contain himself, it was the day he would finally be allowed to spar with someone. As William walked into the auditorium he noticed general Ironwood and that cute red head he fought who used wires to fight.

"General Ironwood and Penny was it?" he asked receiving a nod. "Good to see you two."

"Salutation William, how are you today?"

"Considering the fact I can finally participate in this class instead of just watching, I'd say I'm doing pretty well. ...So general Ironwood, what brings you here?" He asked sarcastically. "Come to keep an eye on me and possibly see how to take me down." Turning his smile into a sly grin.

"Someone has to." The stoic general replied.

"Well, I'll try and make it an interesting show."

As everyone got seated professor Goodwitch made good on her promise and the first fight of the day would be William and Cardin.

"OH COME ON!" Cardin shouted.

"Do you have a problem, Mr. Winchester?"

"YEAH, how can you expect me to fight that monster?"

William loudly cleared his throat. "Correct me if I'm wrong, but isn't it the job of a huntsman to fight _monsters_? Besides, if you haven't been informed, I'm not allowed to fight with my Grimm powers unless given express permission. But if you don't think you can be a Faunus with next to no combat training whose only armaments are a pair of pocket knives you can sit down little kid, I'll find a more grown-up opponent."

"WHAT DID YOU SAY?" Cardin yelled looking like he was about to bust a blood vessel. "You think you're so great you mutt, well I'll show you whose a grown-up." He said storming onto the stage. Everyone in the auditorium was smirking at how William had tricked Cardin into fighting.

As William walked towards the stage his change took over, his right eye turned a glowing blood red and a sinister smirk crept across his face. Like before the air about William changed, even the lesser experienced huntsmen-in-training like Jaune could feel the thirst for blood oozing off of him. Those like professor Goodwitch and general Ironwood, who had already seen it, were still taken aback by the change in mood.

"Are both participants ready?" professor Goodwitch asked uneasily.

"Yep."

Cardin looked at William and loudly gulped. "Yeah."

"Then begin." She signaled raising her hand.

The battle began, Cardin charged at William taking a wide downward swing that William dodged with ease. This continued with Cardin swinging his weapon wildly with William avoiding his attacks like they were in slow motion.

"Well if that's all there is to it, let's end it right now." Taunted William.

"WHY YOU!" Cardin yelled bringing down his mace with all his strength only to have William grab his arm with his left hand completely stopping it.

Before Cardin could even respond in one fluid motion William chopped Cardin in the throat and then into bend of his right elbow. At the same time William tricked his leg around Cardin's left leg striking behind the knee cap bringing him down to one knee. Then taking his left hand he crushed Cardin's right hand as he grabbed hold and began pressing the button on his mace blasting him in the face with his own weapon as he used his right hand to hold Cardin's head in place. This continued for a full minute until William heard the buzzard sound, signaling that his opponent's aura had dropped below the safety level. William released Cardin allowing him to fall to the ground unconscious.

William looked up at his aura meter, feeling a little let down as his aura level had only dropped about sixteen points and those were from holding Cardin's head in place.

While William was looking at his aura level the rest of the room was in shock, they couldn't believe the overwhelming difference in skill and power. Even those that Cardin regularly bullied were also shocked at the one sided match to enjoy it.

"A-And that's the match." Ms. Goodwitch called out finally coming out of her shock.

There were some applause and even a few cheers, but every so often William heard a whisper like "Wow that guy really is a monster" and "he's vicious." This really didn't bother him all that much, he had been conditioned to fight in order to survive at all cost. He watched as two of Cardin's teammates carried Cardin to the nurse's office.

"Well then… let's move onto the next match."

"Actually Ms. Goodwitch, do you mind if I go another round?"

"William, don't try to do more than you can."

"I'm not, that didn't even count as a warm-up." The wolf Faunus replied.

"Are you sure?"

"The board doesn't lie." He replied confidently pointing to the score board.

"Ok, then let's see if we can find you an opponent."

"How about Pyrrha?" He grinned.

"What?" a number of people in the audience shouted out in surprise.

"William, I know you're pretty tough, but this is Pyrrha Nikos we're talking about." Yang tried to reason. "She's like one of the toughest people at this school."

"That's the point." He calmly replied resulting in a number of confused faces. "Most of my fighting experience comes from being in my Grimm form. Truth be told, I don't know how strong I am in my normal form and the best way to do that is to see how I stack-up compared to the best."

"Alright, let's do our best." Pyrrha said standing up.

Pyrrha took her place on the stage across from William as he brandished a knife in each hand. It was clear that William was serious about wanting to fight Pyrrha.

"Are you both ready?"

"Yes." They replied in unison.

"Then begin." She signaled.

This time William made the first move charging at Pyrrha, feinting slashes and thrust trying to gauge her skill level. Pyrrha evaded by the narrowest margin possible. William couldn't figure out how he kept missing, no matter how quickly he moved she always seemed to be just out of his reach. All the while Pyrrha landed a couple of blows lowering William's aura. Then William saw an opening, as he dodged a thrust from Pyrrha's sword he hit the switch on the handle of one of his knifes the blade collapsed back into a chain. His plan was that the chain was to wrap around her weapon and he would disarm her. However, he watched as the chain unnaturally twisted failing to circle around her weapon. He then felt the Pyrrha's shield against his face.

He then felt the Pyrrha's shield against his face.

William swiped at her forcing her to block and allowing him to jump back and gain some distance between them.

"So that's the trick." He chuckled grinning ear to ear. "Ok then take this!" He shouted throwing his knife at Pyrrha.

She dodged, but before she could prepare to counterattack she heard something. In that instant she looked up to see glass shards falling towards her. She just barely managed to dodge it. William had thrown his second knife up at the stage lights while she dodged his first knife.

She then suddenly heard a large crash. She looked down to see William in a crater with a number of large rocks forced up.

"Now the fun begins." William chuckled loudly grabbing two of the larger rocks both the size of at least three Zweis and hurled them one after another at Pyrrha. She dodged the first one and readied to dodge the second when she noticed a third one behind it with something black behind it. Seeing this Pyrrha dodged the second boulder and cut the third in half, but didn't see William. Before she could process what was happening she felt a strong fast force on the side of her head sending her flying. William had slipped out of his hoodie and hooked it on the third rock as a distraction. William charged at Pyrrha grabbing both her hands in his left hand ready to strike her again. As he drew back for his punch Pyrrha triggered her spear to fire causing William to fall back to avoid it.

"Hehehe, you really are something special, but now I'm gonna get serious." He proclaimed.

Again he charged at the Spartan. As the two were about to collide William opened his mouth and released a thick cloud of dust and sand that enveloped the arena. Pyrrha jumped back to gain some distance and get the dust out of her eyes. Pyrrha could barely open her eyes when she saw a human shaped mass flying towards her. She swung her sword cutting the mass in half. Pyrrha looked to the side as halves of the mass of what she identified as stone passed her. She was then jolted back to reality as she was struck several times by a long sword made of stone in rapid succession. When Pyrrha turned her head she looked on to see William clad in an armor of stone, wielding two long swords made of the same jagged stone as his armor.

While a number of the audience couldn't figure out what was going on, Pyrrha knew what this was in an instant, when he threw that third boulder he had used his semblance to covertly eat some of the rocks. She also realized he had figured out her semblance and made sure to prevent her from using it against him, at least directly. She smirked this was the first time in quite a while that she had been pushed this far.

The two continued to furiously clash. Pyrrha utilized her advance combat skills, engrained into her since she was young, and her natural talent. While William relied on the feints and skills he had forged in his ten years in the Valley of Grimm. The fight was truly a balancing act; William would use another part of his semblance as a feint to allow him to close the gap between them and attack or evade as Pyrrha adapted to his style and each new move countering and delivering her own blows.

The battle continued until William made the first mistake; as Pyrrha advanced on him after breaking his swords William raised his arm to form a shield, but it failed as the limit of his ability had been reached.

He realized this too little too late as her thrown shield struck him in the face, shattering his stone helmet, followed by quick successive slashes smashing the rest of his armor and knocking him several feet on his back and setting of the buzzard.

"That's the match." Ms. Goodwitch called out.

The entire auditorium went wild cheering for Pyrrha AND William. There were cheers of encouragement and even a few apologies to William.

"You did quite well." Pyrrha complemented giving William a hand up.

"I can say the same thing about you. I don't think I've ever felt this good after losing a fight."

"You both did extraordinarily well." Ms. Goodwitch added.

Ruby and the others moved down the aisle to meet the two "William that was soooooooooooooooooooo awesome, you were all like BAM, BOOM, POW, and Pyrrha was WOOP, BAM, PEW, PEW. IT WAS AWESOME!" The red reaper praised.

"It was one tough fight alright, you really proved your metal today man." Yang added.

"Thanks, but if anything this proves I have a LONG way to go." He humbly replied.

William taped Ruby on the shoulder as she was heading out of the class. "Hey Ruby do you have a minute?"

"Yeah, sure, what's up?"

"I've been thinking I need a new weapon and I was hoping you could help me out with it a little later."

"Sure, just text me when you want my help."

"Thanks."

The remainder of class was far less exciting, even though they managed to fit in three more matches they were all pretty uneventful; Ruby thrashed Russell Thrash, Sun all but tore apart some guy from Haven named Nadir, and Sky Lark was knocked sky-high by Yang in a matter of moments.

William then went to his cram class with Ms. Goodwitch. At the end she handed him a scroll to temporarily replace the one still in evidence and she took back the card Ozpin had given him as he would no longer need it.

When he returned to his dorm he decided to text Neo.

 _Hello Neo, it's Will this is my temporary number_. A second later he received a reply: _Cool, r u ok?_

William confused text back: _y wouldn't I be?_ Again she replied after only a few moments. _I saw the news, is what they said true?_ William almost felt his heart sink at the thought of what she might say. Before he could reply he received another text. _If you need to talk I'm always here._ Feeling relieved William replied: _most of it is completely false_. He waited a while for her to reply. Somehow William felt like time was moving slower as he waited for her reply until his phone rang signaling he received a text. _That must be really rough, remember no matter what they say I don't believe ur a monster._ She ended it with a smiley face emoji.

William felt so relieved, and text her the only words he could think of. _Thank you._

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 **Well I like the ending today, but who knows about tomorrow (I tend to flip flop on these things A LOT). I'm gonna try to keep getting better at my writing, however saying that I probably won't be able to post again for a while (school, work, etc.) so please be patient. Also before anyone says it I know I made the Walgreens/blue ceiling joke again (I don't know why that is so appealing to me) and if anyone is wondering about the whole 'urban development' thing, I was watching TeamFourStar's Final Fantasy VII abridge series. I highly recommend it if you want a good laugh.**


	8. Chapter 8: The dark before the dawn

**Hello everyone before we get started I just wanted to give a shout out to** **Archer1eye for helping me with a review and even giving me a few ideas that I used in this chapter. I'd also like to give a shout out to Novandalis who has been my go to person for advice and the idea for the banana on pancakes from the last chapter (and the reason I eat them in real life too). So that's about it. Oh forewarning things are gonna get a little serious.**

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Chapter 8: The dark before the dawn

Friday morning professor Ozpin called William into his office regarding something important.

"Good morning William." The gray haired man greeted as William walked in.

"Good morning professor." He greeted back. "And to you to Ms. Goodwitch and General Ironwood." He extended his greeting noticing them to Ozpin's right. "May I asked why you called me here? It isn't about what happened Wednesday night, again, is it?" He asked somewhat meekly.

"No, no nothing like that. Well maybe a little something like that. First I would like to see how you are faring given all of the media attention lately."

"I'm not going to lie, it's been tough and more than a few students are either, repeatedly, asking me very intrusive questions or are just plain afraid of me."

"I'm sorry to hear that. Thankfully due to the more umbra nature of that business your name was not released to the press and the incident itself has stayed out of the public eye." The elder man replied taking a sip of his coffee. "One of the reasons I called you in here is actually to discuss placing you on a team."

"-Let me guess everyone you have asked has objected to the idea." William blatantly stated.

"Unfortunately that seems to be the case."

"Not that it matters much in the short term." William said shrugging.

"And why is that?" Ozpin asked raising an eyebrow.

"The only reason I wanted to find a team was so I could participate in the tournament a week from now, but given that everyone knows what I am now chances are slim to none that they would have let me participate even if I had a full team. So I am in no rush."

"You do know why we assign students into teams, right?" Ms. Goodwitch asked in her usual stern tone.

"Well, there are a number of reasons; new experiences, new perspective, developing teamwork skills, build potentially life-long bonds, and various other reasons. After all no matter how powerful someone is, one person is only one person, correct?"

"Correct, however I do hope you don't think you will leave this school without ever being on a team." Replied Ozpin.

"I know, I am just saying that there is no reason to rush finding a team. It defeats the entire purpose if my team is afraid and are unable to work with me or me with them for that matter."

"That is why for the time being until such times as we can find you a teammate I will have you assigned to team RWBY as an extra albeit as you surmised the Vytal Festival's planning committee has prohibited your participation."

"Do I still get to keep my own room?"

"Of course."

"I can live with that. Now that that is settled, I have some business to discuss with you." William said clearly wanting to talk about whatever was on his mind as soon as possible.

"Oh." He said raising his brow. "What might that be?"

"Well it's actually a couple of things really. The first being that it is nearing the time when I need to consume more Grimm and I thought I should tell you I plan on being gone the whole weekend."

"I understand, as I recall the report said you need to consume Grimm every so often or you experience extremely unpleasant side effects, correct?"

"Yes."

"I see, but may I ask why the whole weekend?"

"Well its more that I just don't want to make multiple trips so I plan on eating a large supply of Grimm, enough that I will not need to do this again for a long time."

"And where are you planning to go, exactly?" Asked general Ironwood stepping forward.

"I'm currently debating either the Emerald Forest or the Forever Fall Forest. Emerald is much closer, but I like the landscape of Forever Fall and it seems like it would be a nice place to camp out. "

"I see good thing we are removing the surveillance team that has been following you thus far."

"What?! You've had me under surveillance this whole time?"

Professor Ozpin opened his mouth to speak, but was cut off by general Ironwood. "Yes and to be honest I do not believe that this is a good idea."

"Wait, does that mean you've had people spying on me while I was in my room, and going out, and when I was…." He stopped and turned his head towards Ms. Goodwtich. "Did you know about this?" He asked the platinum blonde in a calm but somewhat venomous tone.

"William, I did know, but what you told me is strictly between you and me, I told them not to ease drop on my home." She said trying to be a sympathetic as possible.

William sighed. "I believe you, but only for YOUR people, but how about the general standing next to you? I find it hard to believe that he would rely on anyone other than his own men."

William and the two professors turned to the general, despite his efforts to show his normal lack of emotion it was clear to all that Williams deductions were right on the money. This of course resulted in a very livid glare from Ms. Goodwitch. General Ironwood practically froze in place, save for turning his head to see a very angry Glynda staring daggers at him.

"How could you think I couldn't keep watch over William?" The blonde sorceress half yelled.

"Glynda, please, I can explain." The general begged.

"Then please do." She answered in a calm, but still incredibly frightening tone.

"He is an incredibly dangerous individual, I couldn't stand the thought of him harming a teacher, harming you."

"James, William is not the threat you make him out to be." Ms. Goodwitch says softening his tone, but still remaining very stern. "But I have to ask how much of our conversations did your men hear?"

"Everything." He replied blankly.

"You took advantage of a moment of weakness in which I actually trusted someone with information that I have been keeping guarded for years. In addition, you even went as far as to go behind the backs of those you are supposed to be working with." William said in a monotone manner, reminiscent of his first encounter with Ruby and the others. Ms. Goodwitch noticed for a brief moment that William's right eye flickered to Grimm-red before returning to normal. "Having said that I actually don't blame you." William said casually earning a confused look from all. "I do find his constant distrust of me annoying and the distrust of you comrades unnerving, but I believe someone has to be a little skeptical."

"William-"The concerned female teacher began before she was stopped by William.

"Ms. Goodwitch, I am truly thankful for all of the kindness and trust you, Ruby, and the others show me, I really am, but there is no telling if I could lose control and if that happens and I am unable to regain control, I can't see any of you being willing to stop me by any means necessary. I…I'd rather…I'd rather di- I can't stand the thought of hurting you or any of the others." William said looking down trying to suppress his own fear.

"William." Professor Ozpin said breaking William out of his own self-doubt. "From what I have seen you do not strike me as a person who would easily lose control. The fact you are _this_ concerned about staying in control that tells me you are far from the monster you have been made out to be."

"….Thank you." The young man said with a slight smile.

"Now I have a question for you." General Ironwood interrupted, killing the mood. "Were you aware of the surveillance details Friday evening?"

"You really have a one track mind, you know that." William said wiping a tear from his eye, only to see the general giving him his typical serious scowl. "And no I had no idea until you told me."

"The last time you went to the Silver Guard Mall you managed to evade both surveillance teams. What I want to know is if you were involved with the incident that took place Friday night, the night you didn't come back to Beacon."

 _How would I even 'escape' a detail I didn't know existed_ William thought to himself. ' _Furthermore I didn't even do anything other than walk around, the only thing that could have happened was…Neo_.' He realized as he recalled her mentioning her 'trade secret' to falsify the security camera images. ' _But did she also take out the equipment for professor Ozpin's and general Ironwood's teams too?'_

"But didn't the news say it was two Faunus." He said realizing he needed to get the suspicion off of him. "I know I count as one, but the only other Faunus I know here are Blake and Velvet, oh and Sun, but he and I don't really hang out much. So where does the second Faunus come into play?"

"James, I thought we had already settled this matter." Ms. Goodwitch asked annoyed at the return of this topic.

"Glynda, he has escaped my detail already, if this is indeed his doing then that's all the proof I need." The general almost pleaded with her.

"First off, can you stop saying I 'escaped' your surveillance team, you can't escape from something without intentionally knowing of it, and, second there is still the matter of the fact that the news said there were two Faunus." William returned to his previous point. "Aside from the three I've listed I don't know any other Faunus in Vale. Plus, can you actually see any of them assaulting someone; sure Blake's moody, but that's about it, Velvet is too nice to even deck Cardin when he deserves it, and yes Sun sometimes steals fruit, but there is a big difference between that and attempted murder."

"Personally I think the attempted murder was a media exaggeration." Professor Ozpin added drawing everyone's attention to him. "Still a shame though, there aren't many original Dunky Kung games left in this world."

"What about a Dunky Kung game?" William asked genuinely confused until he realized Ozpin had set a trap, and so nonchalantly at that.

"It seems that the assailants slammed the man's head onto the console so hard it broke both the man's skull as well as the console.

 _Another lie, well except for the skull part, I'm pretty sure that is true, but either this guy suspects it's me and is trying to trip me up or he has been given some REALLY bad information_. "Ouch." William partially cringed at the thought of Neo actually doing that to the guy.

"I see, now let's move forward with our discussion, I believe there were other things you wanted to discuss?"

"Yes, there is the matter of…" " **DO NOT TELL THEM ABOUT YOUR DREAMS, IF YOU DO YOU KNOW WHAT THEY WILL DO TO YOU.** " A voice rang in William's ear. Trying to conceal his inner conflict William decided to change the topic. "…There is the matter of team JPIT. I was wondering if there is anything I need to do or if I need to testify or something?" This wasn't entirely a misdirection; he really did want to ask about it.

"Well as of the moment you do not need to do anything, however if the need arises then I will contact you and help you prepare." Ozpin replied taking another sip of his coffee.

"I see, thank you."

"You are welcomed, tell me William is that all you want to talk about?" The grey haired main asked.

William wanted to say no but could already feel that other voice inhaling for another verbal bombardment. "Yeah that's pretty much it."

"'Pretty much'?"

"Well I guess there is something that has been bugging me lately. It's about the environment in Vale."

"Have other students been giving you a hard time?"

"No, well yes…BUT I can handle it. It's just…just, you know how I am part Grimm and as such I am sensitive to the negative emotions of the people around me. I'm not saying that there are any particularly strong negative emotions, but more that the seeds to become negative emotions have been planted."

"Seeds?"

"I guess the best way I can describe it is that little thought or suggestion that someone gives you, at first you just wave it off and move on, but as time goes on you start to think about it more and more moving it from the back of your mind to the front. Has anything happened in Vale recently, before I got here?"

"Well about a week before we meet you there was a massive Grimm breach committed by some very scrupulous characters." Ozpin said in a monotone manner.

"Oz!" Ironwood spat out in shock.

"James, Mr. Beorthwulf will find out regardless if I tell him or not and it is best he knows the true story."

"I imagine that helped it, but I feel like there is something more to it. Something else that is new to Vale. Something that could make someone gradually more insecure or even paranoid."

"Hmmm, I believe I know what it is you are referring to." Ozpin answered in an almost morbid yet somehow also calm tone. "However, you do not need to worry about it too much the problem will resolve itself soon enough."

"If you say so, then I guess I can let it go. Just be warned the people may not be on the edge of the cliff, but they are a good push or two away from it." William warned.

"I appreciate your insight into the matter William." The grey haired man replied with a smile. "Is there anything else you wish to talk about?"  
"No, I can't think of anything…Oh wait there is something. I was wondering if I could get the codes for the weapons lab and the dust research lab."

Since he began attending Beacon William had been continually finding more and more unique things about Beacon. Apparently all first years are assigned basic classes for their whole team in order to build a foundation both scholastically and as a team. Second years and up have more diverse schedules, while still having a few classes with their teammates. Apparently these classes are designed to better suit each individual student; close combat class, dust manipulation efficiency, transitional mechanics, battle applications of semblances, etc. depending on the student's specific fighting style and strengths. While looking into potential classes for next year William discovered that first years could use the facilities, provided there wasn't a class using it and they cleaned up after themselves.

"May I ask why?"

"Well, after the whole team JPIT thing and my fight with Pyrrha, and after seeing the cool fights while I wasn't allowed to participate in Ms. Goodwitch's combat class, I feel like what I have at the moment is not enough."

"Not enough, you say?"

"Up until now I've completely relied on my Grimm powers, but now that I am in a situation where I need to depend on something else and even with my semblance I still fell short, I just feel like I need to improve my fighting ability, otherwise what's the point?"

"I see, very well I be sure to send the codes to your temporary scroll, just use it like you do to get into your room."

"Thank you professor Ozpin."

"No problem, now I'd recommend you hurry, your next class will start soon."

Pulling out his scroll William realized he had approximately ten minutes to run across campus to Dr. Oobleck's class.

"Wow, I gotta go, good thing I have my book bag with me, thanks again. See you later." William said as he ran out into the elevator.

"Now that is taken care of. How is our new student adjusting to Beacon?" The grey haired man sitting a gear themed desk asked as he turned towards the Blonde haired woman with glasses and a cape.

"Well, academically he is nearly a perfect student." The blonde haired woman with glasses replied.

"Nearly?"

"since he was trapped in that valley since he was six his scholastic level should be nowhere near Beacon's, yet using only discarded books he taught himself through and above the set curriculum. Despite a few gaps in his knowledge he is academically brilliant. Had he received a proper education there is no doubt he would easily be in the top ten or even five percent of his class. Although that doesn't seem to stop him, he has been devouring book after book in the library every afternoon after classes let out since he found out about its existence and if he continues with his cram classes he will most likely be caught up by the end of the semester. I wouldn't be exaggerating when I say his natural curiosity in academics could rival Dr. Oobleck."

"…And what of his other aspects?" the man asked taking a sip of his coffee.

"Despite his upbringing he is quite mature for his age. Arguably more than some of the older students. In a social environment he is quite…reserved. He seems to prefer sticking to Ruby and her friends. When he tries to interact with others he can be socially awkward and has had problems when dealing with large crowds, not that I can't understand why. Additionally, he's becomes flustered when people start asking about his Grimm powers. I've noticed, as I'm sure you have too, that when it pertains to his Grimm powers or more specifically keeping them in check he has little confidence in himself, despite having demonstrated time and again that he IS capable of keeping his powers under control during times of stress. Although these days his main source of stress is from the trial and media presence when he tries to go out that has been a tremendous burden on him. Ruby and her team are trying to help him adjust, but the progress is slow. Miss Xiao Long tried to take him to a dance club late Wednesday night to cheer him up, however due to her own actions it resulted in a brawl and a ride to the police station. "

"Yes, I remember having the police chief calling me at one in the morning." Ozpin stated. "He wasn't sure on what to do when his men brought in a talking Beowulf or Miss Xiao Long for that matter."

"Yes, it seems when he is nervous or scared he unintentionally switches into his Grimm forms and can't change back."

"It was also a surprise when William ended up helping him balance the entire police department's budget and also made room for some much needed automotive repair to some of their squad cars. By the time I had gotten there he had already drawn up budget plans that would allow the department to afford a complete equipment overhaul in only ten years." He slightly chuckled. "When I tried to take William back with me the police chief offered him a job and a Lieutenant's salary if he would stay. William of course turned him down, but still gave him his number in case he still needed any help. It is rather amusing to think that someone so powerful who could, without even breaking a sweat, escape from custody, would be so nervous."

"I'd be hard struck to believe he was the same person who tried to kill us. At least outside of combat situations."

"Oh" The grey haired man calmly responded raising an eyebrow.

"After I allowed him to participate, during sparring matches I've noticed he becomes vicious, confident, and even cruel. The degree of which is determined by his eye color."

"Eye color?" the Headmaster asked.

"It's exactly like Ruby deduced, as I mentioned in my report regarding our first encounter with William and what you saw during his combat exam. First his right eye turns red bringing on emotional changes; confidence, aggression, showing less restraint, in short it is similar to Miss Xiao Long including the strength increase. In this state he is aggressive, but still able to use logic and reasoning as well as being able to communicate with others. In conversation and from what was said during our first encounter with him, when both of William's eyes turn red he is no longer in control of his actions and devolves into nothing more than an overly strong creature of Grimm."

"This is why I suggest we take more drastic measures in containing him, he is a clear danger to the students." Ironwood interjected. Both men turned to Ms. Goodwitch who was clearly debating what to say.

"Glynda, is there something you would like to add?" Ozpin asked in a monotone manner.

"As you have just heard William is concerned that with all the attention he has been getting, has him concerned about losing control. However, his Grimm powers can remain in check so long as he can control his emotions, on that point I believe we are safe." She defended.

"And how exactly do you know that?"

"He told me during one of our meetings."

"Oh, one of your 'meetings', well then it must be true." The general sarcastically taunted.

"What are you implying?" The blonde teacher asked showing obvious signs of anger.

"Every day for the last week and a half you have had a meeting with him after your class, you are getting too close to him. He isn't your dead friend-"

"DON'T YOU DARE!" Ms. Goodwitch Shouted. "I meet with William everyday as a means of checking up on him and helping him catch up in his classes, he may not live with me, but I AM his guardian and it's my duty to look after him."

"You're too close, he is dangerous! I saw his fight with Cardin Winchester, after nearly breaking his arm he repeatedly blasted him in the face with his own mace!"

"During his time in that valley he HAD to be callous otherwise he wouldn't have survived." She barked.

"Tell me has he given a more in-depth explanation for these changes in mood?" Ozpin asked directing his attention back to Professor Goodwitch trying to keep things from escalating.

"Yes, he told me that there were actually a few factors to it. The more strongly he feels a negative emotion, such as anger, the more difficult it becomes to control his Grimm power. Although it doesn't necessarily need to even be his own negative emotions he is feeling. Either way can cause his powers to become more difficult to control. A prime example is team JPIT's trial and the stress of the press hunting for him. Additionally, even if there isn't an emotional trigger, there is a limit to how much Grimm he can draw on at any given time before he begins to lose control. That is why even though he CAN transform into something as big as a Deathstalker, he does not because it would require him to draw on too much Grimm power for him to control." She explained with a slight shake in her voice.

"Something he conveniently forgot to mention." General Ironwood stated.

"You don't sound convinced." Ozpin pointed out, ignoring Ironwood.

"I'm just not sure, I believe what he has told me is true, I believe he does trust me, but at the same time I feel he isn't telling me everything. I… I just feel like he is holding back information because he is afraid."

"What could he be afraid of?" Ironwood asked sarcastically.

"Well given the fact you have had him in the crosshairs of your mechanical soldiers this whole time. I believe that William is intentionally holding back information because he is afraid that someone, namely you, will use it against him."

Ozpin cleared his throat "Speaking of information about William, what about the examinations with Dr. Plum?" He asked trying to change the topic and avoid the two fighting, again.

Ms. Goodwitch handed Ozpin a vanilla folder.

"As you are aware after the incident with team JPIT the doctors pulled multiple foreign objects from his body. His X-rays showed that though William can recover from wounds that would normally be fatal or at the least crippling to normal individuals, though he cannot fully heal them. Strangely enough his body does seem more adept at completely replacing lost bones and organs as opposed to repairing them. The sole exception being his skin which shows no signs of scarring except for the scar over his right eye from before he obtained his powers. Both his bones and organs show countless scars and a long record of traumatic incidents, while his right forearm and entire left arm, on the other hand, are completely clean of any injuries. Dr. Plum estimations show every bone in his body has been broken, damaged, or just plain 'removed' several hundred times."

"A small child trapped in a valley of monsters and huntsmen who want to kill him for ten years, I wouldn't be surprised if the number was much higher." Ozpin said taking a sip from his mug. "Tell me, is there any immediate threat to his health?"

"No, at the moment he seems perfectly healthy."

"What might be more interesting is that he allowed us to do an ultrasound on him while in Grimm form. Much to our surprise there were no organs, not even a brain. CAT scans of his brain in his Grimm and intermediate forms show activity but it is too sporadic for us to even properly gauge. His Grimm form has no pulse. When we drew blood from his normal form we found nothing out of the ordinary at all. Furthermore, in regards to his transformations the x-rays revealed that his bone structure does change to fit his transformation, however the skull mask and protrusions from his body do not appear to be bone at all, but rather a much harder substance made out of some unknown type of cartilage."

"I see."

"There is also his semblance to consider. His semblance when combined with his transformation ability allows him to consume massive quantities of any solid substance and digest it within moments. In testing he was able to eat an entire Paladin in under ten minutes and fully digest it just as fast. Though it does not appear he can naturally reproduce the weapons onto his body, but he can create them or at least something similar if he understands how they work."

"Interesting. Tell me is there anything else?" Ozpin asked.

"There is, a number of parents have already found out about William and a petitioning to have him removed from Beacon as well as the Jasper Chronic and Iris Ammolite having riled a number of anti-Faunus groups. Mainly citing his ability to turn into a creature of Grimm as a source of concern."

"Let me handle them." Ozpin interrupted.

"Are you sure that's a good idea? Shouldn't we transport him to an offsite facility for study?" Ironwood asked.

"In just the two weeks he has been here he has helped our understanding of Grimm grow significantly, that is true. However, we have only repaid him with cruelty, bigotry, and even more hardships. When I look at him I see a young man who has known nothing but hatred and strife most of his life, yet despite that he continues to push himself to be better than who he was and still looks at the future with hope. When confronted with such a student, as an educator, it is my duty to see that this young man be given a fair chance a making something of himself and at finding his place in this world. Beacon is the perfect place for him as it allows him to learn social skills and how to interact in the world without worrying about his powers taking over and causing harm to others. Right now Beacon is the best place for him to be. He may very well become a key figure in what's to come."

During Lunch Ruby officially announced William was now part of team RWBY, even though everyone had already been notified by Ozpin via text message. Yang made a comment about William be their backup W or B and even going over an extensive list of jokes about him being a substitute Weiss or Blake, resulting in everyone begging her to stop. William even pretended like the puns were physically killing him slumping down onto the table with his tongue lulled out for dramatic effect. All the while Blake and Yang seemed to be hiding something. To Ruby and Weiss, it may not have been as obvious, but to William it was a neon billboard. Remembering his first real conversation with Blake and sensing it was of a more personal nature he reasoned it was probably best to not say anything till they were ready.

Later that day after his cram class with Ms. Goodwitch and he reported for duty for a few quick tests with Doc. As it turned out Doc's name was Richard Plum and the nurse who looked after William that one time was his wife Samantha Plum. Afterwards William asked Ruby to meet him in the weapons lab to discuss creating a new weapon for him. After about four hours of testing with the simple single function weapons that were used as a base for transformation weapons, and another hour of trying to calm down Ruby after she became overexcited at the thought and process of weapon creation, the two sent the specifications of their project to a weapons manufacturer on the other side of Vale and decided to call it a night.

Holding open the door to the lab for her. "Thanks again for all your help Ruby, you first."

"No problem, oh and thanks."

William pulled out his scroll and saw that it was just turning 8 pm. "So when do you think my new weapons will be ready."

"That's a hard one, students at Beacon typically get priority, but professional huntsmen, teachers, and a few others, like general Ironwood, can be put at the top of the list. But don't worry at most you're looking at maybe a week."

"That doesn't sound so bad, I'm surprised they could get it to me so fast." He said as they walked down the hallway towards the dorms.

"Well I called in a few favors."

"Let me guess you're one of their best customers?"

"Well I wouldn't say 'best', I mean sure I've taken the tour there so many times I can recite it by heart, and they're the one I've gone to for all of the prototypes of Crescent Rose and replacement parts, and sure there was that time that I helped them develop the "Young Engineer" program that teaches kids about basic electrical and mechanical engineering."

"Is that all?" William asked sarcastically.

"I think so." The red reaper said scratching her head as though she may have forgotten something. "Oh, don't forget we're having a party to welcome you to the team tomorrow at noon."

"I'm sorry Ruby but I won't be able to make it this weekend."

"Why?"

"My Grimm supply is getting low and I need to go eat some Grimm, so I had planned on being gone the whole weekend."

"I see, then that actually works better for us, I'll tell the rest of the team. This way we can all be together for the party."

"Wait, why wouldn't the whole team be together?"

"Well remember how Yang got you two arrested, and destroyed that club in the process." William nodded with a concerned look on his face. "Well, while the security footage showed you were only defending yourself, Yang was shown to be the aggressor and now she and dad are working things out with Junior, the club owner, regarding the damages, again. But that could take some time."

William turned and gave her a look "Wait again? How many times has she destroyed that club?"

"For Junior's club this is actually the second time, probably the reason he installed security cameras, as for clubs in general I think this is the eleventh or twelfth."

"Seriously? How many times can one person get into those kinds of fights?" William almost yelled.

"When it involves finding out about her mom, then as many as she needs to, I guess."

"Wait her mom, I thought you said your mom died when you were a kid?"

"My mom did die, Yang and I are half-sisters. We have the same dad, but different moms."

"I see, what was she like? If you don't mind me asking."

"I don't mind, I just don't know. Yang's mom left a little after she was born and after that that's when dad and my mom got together."

"I see. How old are you and Yang anyway?"

"I'm fifteen and Yang is seventeen like most of the other first years."

William chuckled. "Huh, I guess that means you and I are technically advance for our ages."

"Wait, how old are you anyway? I know you mentioned you were trapped in the valley for ten years."

"Oh, I guess I really haven't mentioned it to a lot of people yet. I'm sixteen years old."

Ruby let out a soft "yay".

"What's the 'yay' for?" The wolf Faunus asked mimicking Ruby.

"Well up until you came around I was the youngest student at Beacon."

"Um, you still are."

"I know, but now I at least have someone who's only a little older than I am."

"Ruby has anyone ever told you you are one of those easily excitable 'the glass is half full' kind of people?"

"Yeah, kind of, why?"

"No reason."

"So what are your plans for the rest of the night?" Ruby asked changing the subject.

"Well I thought I'd pay a visit to that Dust shop you told me about and pick up some things."

"Ok, just remember, that your weapons are specifically formatted for wind Dust, you can use other types, but be careful. Oh, and tell him I sent you, I kind of saved his shop a while back, he might give you a discount."

"Thanks for telling me. Although to be honest I was only going to get wind Dust anyway."

"I've been meaning to ask, why was having your weapon being able to use wind Dust, so important?" She asked citing his HEAVY insistence while they worked together designing his weapons on one of the computers.

William slightly blushed. "You're going to think it's silly."

"I won't."

"Well when my parents were huntsmen my mom was well known for her skills with a gun-sword, my dad used wind Dust sewn into his favorite scarf and given my affinity for dual wielding weapons, this seems like a great way to pay homage to my parents while still having a little piece of me in it."

"Aw, William that isn't silly at all, it's kind of sweet actually." William blushed more. "I think you parents would be really proud of you." She said as they reached team RWBY's dorm room.

"Thanks Ruby, that means a lot to me." He said giving her a hug.

"Oh, before I forget." She said gently pushing William's arms apart before unlocking her door and rushing inside. "Here you go." She said moments later holding out a burgundy beret and dark sunglasses, similar to the ones Coco wears. "I know it will be hard for you to go out in public with all those reporters, but with these you might be able to blend in better."

"Thank you Ruby. These will come in handy."

William put on his disguise and exited the school. As he walked towards the airship landing sight. There he noticed a number of people with cameras standing around, some were slightly smarter and tried to conceal their cameras with a newspaper or in their pocket, but anyone who tried could spot them. Rather than risk being sighted William thought he would do something a little more _covert_. He walked around to the other side of the landing area to the part of the cliff that was closest towards the direction of the city of Vale. Making sure no one was looking William transformed his hands into Beowulf claws and slowly climbed off the ledge and onto the side of the cliff using a protrusion of rock as a convenient foothold. Once he had his balance he released his grip and fell down the side of the cliff, using his claws to slow his decent roughly halfway down. _These powers may be a pain, but they DO come in handy._ He thought to himself as he came to a slow stop at the bottom of the cliff.

For a normal person the trip from the Beacon's cliff to Vale would be at least six hours on foot, but for someone like William at top speed in his Beowulf form he could make it in less than an hour. Thankfully the Emerald Forest at the base of the cliff was particularly thick allowing him the comfort of knowing no one could see him transform into a Beowulf. While William hated to admit it, he actually did miss being in his Beowulf form, at least a little. For him it was a strange new feeling, before he had had to rely on his Grimm powers every single day in order to survive, but now he had actually gone days at a time without transforming. It almost felt like he was wearing his favorite shirt after having misplaced it for a long time. Sure he transformed for Doc's tests, but he never really moved around much. Here he was running on all fours at top speed darting between the trees and actually enjoying the experience.

While lost in the surprising joy he felt in actually taking on his Grimm from William almost missed the fact he had already reached the border that was currently being patrolled by general Ironwood's men. Stopping just behind a tree only a few yards from a few soldiers William paused to return to his normal self and catch his breath. Despite being short of breath William did enjoy his experience, he felt like he had been finally allowed to stretch his limbs after not being able to move for a long time.

After returning to normal William, wearing his disguise, slipped by one of the guards who was busy playing a game on his scroll. William probably didn't need to sneak by him, but decided "Why not." After about fifteen minutes of walking William eventually found himself on the edge the city of Vale. William had seen Vale at night that time he and team RWBY went shopping, but that still didn't subtract from the beauty and wonder of the city so warmly lit at night, all the people a buzz about the upcoming tournament in a week, and listening to all the people carry on with such joy. Even Feign Village's biggest festival paled in comparison to the sights before him in every conceivable way. As the Were-Grimm could testify to while the joy did not withdraw the effect negative emotions had on him it most definitely weakened it intensely, much to William's delight.

William walked around for a little while just enjoying the sights in the cool evening air. By pure chance he stumbled upon the very Dust shop he had been intending to go to. He walked in and noticed that the person working the counter was the same proprietor of 'A Simple Wok' that team SSSN had taken him to once. The two talked while the elderly man helped William with selecting his Dust and explaining the pros and cons of powdered Dust versus crystal Dust. As it turned out the old man was actually the owner of the two stores, stating: "One feeds my wallet while the other feeds my soul." After sampling his cooking and see the passion he had in his customer service William wasn't sure which was which, but decided not to ask. During their conversation William told him that Ruby Rose had recommended his store to him. The store keep practically jumped for joy at the news and even gave William a 30% discount. As he rang up William's purchases he told him in GREAT detail of the night Ruby had stopped the notorious criminal Roman Torchwick from robbing him.

After talking for another ten minutes William left the store with his purchases. He took out his scroll seeing it was 10:45 pm, he reasoned the latest he could probably stay out before someone worries, again, would be about midnight, so looking around William decided he would take in the sites some more before going back to Beacon. William couldn't help but enjoy the atmosphere of Vale prepping for the festival, even though the actual festival wasn't till next Saturday it looked like it was already in full swing. William wondered what it would look like when it actually was. Not paying much attention to the direction he was walking the wolf Faunus eventually found himself inside the city park. Unlike the rest of the city the park was minimally lit, but was not without its charm. The cool night air, comfy looking benches, and William beginning to feel the drain from all his running and walking around, made the park an ideal place to rest for a while. Little did he know this would be something he would soon regret.

-2am on general Ironwood's main ship-

"JAMES! What is the meaning of this?" Ozpin yelled as he burst through the doors to Ironwoods office followed by the professor Goodwitch, Dr. Oobleck, and team RWBY seeing Ironwood sitting at his desk and professor Port standing in front of him visibly angered holding his signature combination axe blunderbuss.

"What happened out there?" Professor Ozpin asked clearly angered.

"Oz, he attacked four students, four of YOUR students." Ironwood responded standing up.

"BULLSHIT" Yelled professor Port. "I saw the whole event unfold from the opposite side of the park, team CRDL attacked William causing him to transform into his Grimm form and when he gained the upper hand your men assaulted him. I only intervened because young William was so angered that he couldn't control himself."

"And you don't consider that reason enough to keep him locked up?" The general responded.

"ARE YOU DAFT?" Professor Port yelled again spitting through his mustache. "I find it hard to believe you can find a person who wouldn't be angered by being attacked, TWICE." The portly man bellowed.

"Peter, James calm down." Ozpin eased, trying not to lose his temper. "Now Peter you said team CRDL attacked William?"

"That's correct, I saw young William resting on a bench when team CRDL attacked him. Dove Bronzewing shot William in the head before he and the rest of his team charged at him. William turned into his Grimm form to defend himself. When all four of them were on the ground that's when Ironwoods men attacked him sending him into a rage. Ozpin, I'm sorry, if I could have gotten there sooner I could have stopped them, but by the time I crossed the park William had lost control and I had to stop him or else he may have hurt someone."

"It's ok Peter."

"William wouldn't do that." Ruby spoke up.

"Oh, really then how do you explain this." Ironwood said taking a remote from off his desk and pressing a button. A large flat screen dropped down from the wall and began playing his team's surveillance recording.

"I thought we agreed William didn't need to be followed anymore?" Ozpin asked in calm but harsh manner.

"It was for the best, this clearly proves it." Ironwood retorted.

The video played, showing William's conversation with Ruby as they left the weapons lab through the windows that lined the hallway, him descending the side of the cliff from a stationary long range position only to lose sight of him in the forest, then showing him exiting "Dust Till Dawn" carrying a bag of presumably Dust. The video showed him walking around for a little while until he decided to sit down on a bench in the park and closing his eye. From then it was clear as day team CRDL snuck up on William and Dove shooting him in the head. "Kill the freak." Cardin yelled as they charged at the wounded Faunus. Normally them sneaking up on William would have been impossible, but given the loud noise of the city, the overwhelming smell of the street vender's food, and William's own fatigue team CRDL had just gotten lucky. The fight went as expected; team CRDL's surprise attack worked for all of ten seconds and then fell apart when William transformed into a Beowulf and started swinging them around like ragdolls. Once the four assailants were incapacitated William's Grimm form began to disintegrate like normal Grimm only for a blast from a dust pistol to hit him in the face as three of the general's presumably four men attacked William blasting and slicing him. One soldier clearly tried to decapitate William with his sword only for William to grab him by his head and firmly plant it a good ten inches in the ground through the brick walkway of the park. At this point both of his eyes were visibly bright crimson. It looked as though the soldiers were about to be killed before professor Port jumps into action. Moving impossibly fast given his body type professor Port unleashes a merciless cycle of slashes and blasts from his weapon completely overwhelming the young Faunus and knocking him unconscious after several minutes of fighting.

"If anything that proves you are the bad guy here; William's Beowulf form was disintegrating when your soldiers attacked him." Ruby shouted.

"Ms. Rose, do you honestly believe that? It's not like he was hurt by it." The man in the white coat barked back.

"DON"T YOU EVEN TRY THAT JAMES!" Ms. Goodwitch screamed. "You admitted that you eased dropped on mine and William's conversation when he was at my house. Then you know that William can't produce an aura while he is using his Grimm powers or while he's deactivating them. An attack while transitioning from his Grimm form would be the same as being hit while a person's aura was down!"

"WHAT?!" Team RWBY and the uninformed professors exclaimed.

"YOU KNEW THAT!" Professor Port and Oobleck shouted.  
"Additionally it seems your forces did not try to stop William, but rather seemed to try and kill him." Ozpin calmly added.

"Oz, they didn't-"

"JAMES." Professor Ozpin interrupted again. "Do not insult our intelligence. Your soldiers clearly tried to kill William, unless you can explain a soldier trying to decapitate him? But what is most infuriating is that your men did not try to stop this incident in the first place."

"They were given strict orders to only intervene when William is a danger to others, I didn't think anyone would be willing to attack him."

"Wait, what about what happened in the club Wednesday?" Yang asked.

"Mine and Ozpin's men tried to help, however couldn't get through the crowd of people flooding out of the facility when you started fighting. By the time they got in the fight was already over." Ironwood explained.

"And where is Mr. Beorthwulf now?" Ozpin asked almost glaring at the general.

"He's currently locked in a jail cell on my ship, when he showed signs of resisting we sedated him." Ironwood stated in a monotone manner.

"WHAT, you can't do that he's claustrophobic." Ms. Goodwitch half screamed.

"How do you know that?" Ironwood asked back.

"Regardless of what happened you shouldn't be so quick to lock him up. If anything we should be the one's apologizing for letting thing escalate to this degree." Ozpin spoke drawing the two's attention "For the time being we'll release Mr. Beorthwulf and see to it that team CRDL are reprimanded."

"Oz, you can't be serious? He tried to kill my men."

"NO, he became enrage after being attack for the second time within moments of the first attack. William is a student of Beacon Academy and as such I am using my authority to retrieve him."

"Ozpin, he is dangerous, we can't have him running lose. While he is on my ship there is absolutely no way for him to escape."

*loud ship shaking explosion*

"ALERT, ALERT, PRISONOR ESCAPE, PRISONOR ESCAPE!" The alarm sounded.

Everyone's attention shifted to general Ironwood. "You were saying?" Ozpin asked.

"We have to go." Ironwood commanded. "Team RWBY you stay here."

"Wait, William is part of our team, we are coming." Ruby announced.

The general opened his mouth to speak, but stopped seeing the determination in the red reaper's eyes. "Fine, you come too." He sighed.

The group followed the general to the holding block of his ship. When they got there they noticed that one of the cells had been torn to literal piece and the interior was blanketed with claw marks.

Ironwood looked at the scene with complete shock. "How could he have gotten out, those cells are supposed to be able to contain an Ursa Major."

"Oh, are you looking for that Grimm you had locked up, yeah it ran that way." An all too familiar voice sounded.

"Roman?" Ruby said as she moved to see the next cell occupied by her nemesis.

"Oh, hey red, how's it going?" Roman asked in his typical smug manner.

"Where is he?" Ruby asked.

"Like I said he went that way." Roman pointed to his left.

The group having no other leads quickly followed his direction. The soon found themselves following a trail of scratch marks and unconscious soldiers. They eventually found themselves in the mess hall as a number of soldiers were gathered outside of the kitchen freezer, a few showing minor to somewhat severe injuries.

"Soldier, report." The general barked.

"Sir, the target is inside the freezer, however we cannot get close to him."

"What do you mean?" The commanding officer glared.

The soldier was visibly shaking. "Well, sir, anytime we try to get close to him or he sees us brandish our weapons he attacks, but he won't leave the freezer."

"Did you try grenades?" The general said blatantly earning a number of concerned looks from the others.

"Yes sir, however… he ate them."

"He what?"

"He ate them sir. We threw the grenades, he ate the grenades, and then when back to what he was doing."

"What is he doing?" Ruby asked.

The soldier looked confused as to if he should answer her until the general nodded. "Well ma'am, he's done nothing but eat ice cream this whole time, but he seems to be only going after the Neapolitan flavored ice cream."

Yang visibly twitched. "Yang are you okay?" Blake asked.

"Yeah, it's just my pun-senses were tingling. I guess there is some kind of joke that can be made about William eating Neapolitan."

"Why would he be eating ice cream?" Ms. Goodwitch asked Ozpin who replied with a shrug.

"Have you tried talking to him?" Ruby asked innocently.

"Yes ma'am." The soldier replied. "When we were informed that the subject-"

"William, his name is William." Blake interrupted.

"I'm sorry, when we were informed _William_ was sentient we tried communicating, but have had no success as of yet."

"Maybe he's just really angry. I mean the video showed him getting attacked twice, plus being taken down by professor Port." Weiss tried to reason.

"Yeah, but still how does that explain eating ice cream and the fact he only seems to attack when someone goes near him."

"I met with Mr. Beorthwulf Friday morning, he told me that he was planning to spend the weekend restocking his Grimm supply." Ozpin spoke up. "But I am still unsure on what to do."

"Oh, I know." Ruby stated. "Has he finished all of the Neapolitan yet?" Ruby asked the soldier.

"Uh… no ma'am, I think there are one or two quarts uneaten. Why?"

"I have an idea but we need to work fast." Ruby said turning to the group. "Yang I'm going to need you to hold Crescent Rose for me." She instructed handing her weapon to her sister.

"Ruby are you sure?" Yang asked concernedly.

Her leader smiled "Sis, trust me. I've got this."

"You're going to do something crazy again, aren't you?" Weiss asked.

"Probably." Her leader smiled back.

"Ruby what do you think you are going?" The general asked moving in front of her path.

"General ironwood, William is part of my team and as such it's my job, as team leader, to look out for him."

"And you think that is going to make me move?"

"James, she has already displayed an understanding of William's abilities far greater than the rest of us, it's at least worth a try." Ozpin reassured him.

"Fine, but the second he tries anything I will use as much force as necessary to stop him."

Ironwood's soldiers moved back enough that they would not be seen by William, but remained close enough that they could get into attack position. When Ruby entered the freezer William was neck-deep in a tub of Neapolitan ice cream. Upon hearing her footsteps draw near the Beowulf removed the tub from his head looking at her and growled.

"It's okay William I'm not going to hurt you." She gestures with her hand. Seeing an untouched quart of Neapolitan on the shelf she reaches for it only to have William begin to growl more loudly baring his fangs and positioning himself to strike if need be. "It's okay William." She reassures prying off the lid holding it in front of him. William skeptically approaches her sniffing the continent of the tub before digging into to it with gusto.

"See, he's just hungry." Ruby said turning her head to the group while still holding up the tub so William could continue to hollow it out. "But we can't keep this up for long. General Ironwood I need you to get your ship over the Emerald Forest ASAP." Ruby ordered.

"Why?" The general asked.

"William's hungry, and he told me he was going to eat Grimm all weekend long. This way we kill two birds with one stone. And I'm pretty sure if we don't he might end up eating the ship." She said pointing to the bite marks on the freezer door from when William ate his way in.

Since the Emerald Forest was literally in Beacon's backyard it only took a few minutes for the ship to move into place. While the ship was moving Ruby lead William to the hanger bay by holding his prized ice cream in front of him, while keeping another tub under her left arm. When they were in position Ruby told general Ironwood to open the bay door and get as low to the ground as possible, but not to land. When it was opened wide enough Ruby presented him with the freshly opened tub that had been under her arm. Making sure his focus was on the ice cream she moved it from side to side and watched his head follow. With that she threw the ice cream out the door and William soon followed chasing after it.

"So your whole plan is to drop William into the Emerald Forest and just let him eat all the Grimm?" Yang asked.

"Pretty much, I mean even if this is William how long can he keep eating?" Ruby joked.

-9am Saturday morning (7 hours later)-

"How can he keep eating? Where is he even putting it?" Yang complained while she and the rest of the group watched from the safety of Beacon's cliff.

"I'm not sure, much of Mr. Beorthwulf's ability and biology are still shrouded in mystery." Dr. Oobleck analyzed. "Perhaps Mr. Beorthwulf has not been as forthcoming about his hunger for Grimm as he should have been. Although I am more interested in his leftovers."

"What do you mean?" Blake asked a little concerned by the professor's Doctor's unusual statement.

"Take a look at the scraps of Grimm William has not eaten yet." The green haired man pointed.

While they had been watching William had systematically hunted down and eviscerated several hundred Grimm, often going as far as to literally rip them limb-from-limb. In doing so the forest floor was littered with the body parts that resulted from his sloppy eating.

"So it's just a bunch of Grimm parts so what?" Ruby replied innocently until the lightbulb went off for the whole group. "Why aren't they disappearing like Grimm normally do?"

"I've actually have a theory; you see I've noticed that the parts that are currently scattered throughout the forest were all parts William had bitten off. I suspect that in order to aid him in his need to consume Grimm his body has developed a unique enzyme in his saliva that is preventing the Grimm from disappearing."

"Then we can get all the Grimm samples we need." Professor Port exclaimed with joy.

"Actually Peter, for the moment I believe that is a bad idea." Oobleck replied.

"And why is that?"

"In his current state he attacks anyone whom he believes is trying to take his food, and given his increasing strength, speed, agility, and ferocity I believe that it would be a poor decision." Dr. Oobleck explained as they watched William rip an Ursa's arms off only to impale them into the chest of two Beowulfs while simultaneously ripping a third's head off with his teeth.

"I do believe you are right, however this is still a monumental opportunity."

"I agree, with this our understanding of Grimm will undoubtedly expand several fold."

"Um professors that still doesn't answer the big question." Ruby spoke up.

"And what is the 'big question' exactly?" Dr. Oobleck asked.

"Is William going to be okay?" She asked innocently, making everyone around her realize they had no answer. Even though William wasn't inclined to fully list the numerous side effects of his hunger, nothing he mentioned even hinted at something like this. Between some of the most experienced huntsmen and brightest minds they knew next to nothing about what was causing William to act like he was, nor how to treat, let alone cure his condition. All they could do was stand on Beacon's cliff and watch. No one wanted to admit it, but they had no idea what would become of William. In the time they had been watch and even a little before that they saw William, without rest or even signs of slowing down, dismember and devour every creature of Grimm that bore the misfortune of crossing his path. It didn't matter the size or the numbers; packs of Beowolves, Deathstalkers, Ursai, King Taijitu, Creeps, even a few Nevermore and Griffons. They all were ripped to shreds and devoured. Even for the huntsmen whose sworn duty was to fight these monsters they couldn't help, but feel some pity for the creatures being consumed one after the other. Dr. Oobleck had even given up on keeping track of how many Grimm William had eaten out of the sheer speed at which he defeated and consumed them.

Just as he had finished another Beowulf William collapsed. Upon seeing this everyone immediately rushed to his aid.

By the time they got there William's Grimm form had already disintegrated and he was lying face down on the ground.

"William." Ruby said rushing over to him and turning him over. When she got him on his back she felt her heart sink a little. His eyelids were puffy and red as though he had been crying for hours, he looked almost lifeless if not for his ragged and heavy breathing, and a few faint murmurs could be heard every so often. "Guys I think somethings wrong with William." Ruby called to those just arriving while trying to wake him.

"What happened to him?" Weiss was the first to ask aloud. "Why does he look like he's been crying?"

"William…" Ms. Goodwitch let out as she sat down next to him.

"I think he's having a nightmare." Yang stated.

"Nightmare?" Ms. Goodwitch asked looking up.

"Yeah, when Ruby was younger she would have nightmares. One time I came in to check on her after a slumber party when she had a really bad one, she almost looked like William does."

"Do you expect me to believe that?" Ironwood asked.

"Hey, I'm a big sister I KNOW when someone's had a nightmare." She told the general. Turning back to William. "If I had to guess William's been having one hell of a nightmare this whole time."

"Then what can we do?" Blake asked. "He doesn't seem to be waking up." She stated nudging him trying to wake him up.

"Just relax your girlfriend's got this." Yang reassured.

"Wait girlfriend?" Ruby and Weiss asked in unison looking at each other before turning their gaze back to Yang.

"Sis you and Blake are dating?" Ruby asked.

"Well that cats out of the bag." Blake said plainly, placing her hand on her for head.

"-And in my bed." Yang added.

"Yang, focus on William then afterwards you and I are going to have a LONG talk." Blake instructed.

"Oh come on Blake, you know I can _mult-i-task_."

"What does she mean by that?" Ruby asked looking confused at Blake.

Yang grinned. "Well you see I-"

"Yang!" Blake interrupted.

"Okay, okay, there's actually a simple trick." Yang said looking a little disappointed, but still not wanting to upset Blake anymore that she already had. "First, you get him comfortable." She said sitting on the ground placing Williams head on her lap. "Second, gochi gochi goo." Yang said tickling William's sides only to have no response.

"Really? Tickling?" Weiss asked in frustration.

"What, it always woke Ruby up." The brawler defended.

"It is true." Ruby meekly added receiving a glare from her white haired teammate.

Ozpin cleared his throat. "Regardless I believe we should move William to a safer location."

"Why?" Ruby asked only to see three Ursa Majors step out from the brush.

"That's why." Ozpin replied.

Before they could even fully ready their weapons William, without even making a sound and still in his normal form, seemed to appear in front of them out of thin air facing towards the Urasi.

"William?" Ruby let out.

The Ursa in the middle charged.

"Lookout!" Ms. Goodwitch cried out.

As the Grimm lounged at him William stopped it dead in its tracks grabbing both of its arms and then ripping them off without any trace of effort. Before the Ursa could even respond William brought his hands together crushing its skull to pieces in the process. Seemingly in that same instance William took hold of the remains of the Ursa's throat tore it in half down the middle like a sheet of paper tossing the half several feet to either side. The other two Ursai couldn't even respond before William decapitated them with a double lariat.

The group was in awe of what they had just witnessed.

"William, are you alright?" Ms. Goodwitch was the first to ask.

Standing upright, the wolf Faunus turned around. "I wouldn't say 'alright', but I've been worse." He replied with a smile.

"You're back." Ruby cheered using her speed to rush into him and hug him. However, as she looked up she could see his right eye was crimson red. "William are you sure you're okay?" She asked concerned.

"Well that depends, why are we standing in the middle of a forest?" He asked still hugging Ruby.

"You mean you don't remember?" Professor Ozpin asked.

"I remember going to town, buying some Dust… wait, where is my Dust?" William asked loudly as he dropped Ruby and began to pat his pockets not able to find his purchases.

"I confiscated it after you were brought into custody." Ironwood spoke up.

"You mean after you men attacked me." The Were-Grimm rebutted narrowing his gaze onto the general.

"You were a threat."

"A THREAT?! I WAS ATTACKED!" William flared.

"You were a threat to team CRDL." The general replied.

"AFTER they attacked me."

"Regardless you were still not permitted to use your power in public."  
"I was shot in the face by a gun-sword! Please name someone who WOULDN'T be angry about that."

"You still broke our agreement."

"Agreement? So I was supposed to let them hurt me?"

"If you didn't do anything wrong why would they attack you?"

"How can you seriously ask me that? Maybe because Cardin is a spoiled brat who can't stand it when something doesn't go his way or that he's mad I beat him so easily during sparring. I don't know, but still doesn't give him the right to attack me!"

Before the general could reply Ozpin stepped between the two. "James, it is clear you have overstepped your bounds and have behaved in a most unbecoming manner. For which we will discuss later. As for you William, you have my most sincere apology that things have gotten to this point. Rest assured that team CRDL will be severely punished."

William sighed. "As long as you keep him off my back everything is good." He said pointing to general Ironwood as the group began to walk back to Beacon.

"William about last night I am sorry-" The portly professor began, but was waved to stop by William.

"It's okay professor Port, I knew I had already lost control at that point." William said in a monotone voice.

"I still feel terrible for not being able to get to you in time."  
"It's okay, really, I forgive you." William said.

"That's great and all, but why is your right eye red?" Ruby asked.

"Oh that, just the result of a rough night." William said trying to shrug it off.

"Is it because of the nightmare you had?"  
"How…how did you know about my nightmare?"

"William when we found you your eyes were red and you were murmuring in your sleep." Yang explained.

"I…I don't know what you're talking about." He said turning away from them.

Ruby rushed up behind him placing her hand on his shoulder. "William, if something is bugging you you can tell us."

"…."

"William if you are afraid that we will hold a dream against you we won't." Blake tried to comfort.

"It's not that…. It's just…" The Were-Grimm trailed off.

"William you told me if I ever needed to talk you would be there for me until I could talk to my team, well now it's time you to talk to me." Said the cat Faunus.

" **DON'T LISTEN TO HER, THEY WILL NEVER FORGIVE YOU**!" The dark voice bellowed expressing far more emotion than usual.

"Blake…"

" **DO NOT DO IT.** " The voice echoed again.

William felt his mind splitting in half. In the stress of it all he just opened his mouth to breath but what he let out was "Every night since team JPIT tried to kill me I've been having nightmares where I kill everyone!" He blurted out. Upon realizing his exclamation William froze, too afraid to even turn around to see their faces.

Suddenly William felt someone hug him from behind, the person was taller than he was. "William it's alright." The voice was Ms. Goodwitch.

William felt himself fall to the one knee. For all his resolve to keep his secret, all the fear about what would happen, it was reduced to nothing. Little by little William's tears began to fall, Ms. Goodwitch did not disengaging from the embrace.

The group remained there for several minutes allowing William to work it out of his system. Afterwards, once William had finished crying, he explained why his nightmare was terrifying; how he could see his Grimm body moving, but couldn't control it, how he saw all of them die at his own hands claws, and how no matter how he tried to resist it he would be forced to relive the same chain of brutal events over and over again.

After William had let everything out Ms. Goodwitch let go helping him to his feet. "William why didn't you tell us, tell me?"

"I…I was scared. I know that I said I wanted someone to be less trusting towards me, but I…I mean I was attacked for BEING attacked. I was afraid I would be killed, or forcibly dissected, or worse yet he would throw me back in the valley." William said visibly shaking.

"William." Ozpin spoke up. "I want to make this a clear as I can." He said in a monotone manner. "William since I have meet you, you have displayed an enormous propensity to keep hold of your sense of self even in the most trying of times, only giving in when faced with a situation most would have given into long before. I want you to KNOW that if you EVER are having a problem or feel your fears consuming you that my door is always open and I will NEVER hold them against you. And it appears I am not the only one." The grey haired man said nodding towards team RWBY and Ms. Goodwitch.

From there the group continued the journey back up to Beacon. Along the way team RWBY talked with William about Blake and Yang being a couple. To everyone's surprise William had already known about Blake's feelings for Yang. Citing the old inner thought romance clichés; "Will she feel the same way?", "Will we be able to go back if she says no?", "What if she doesn't like me anymore?", and many others that come with enough anxiety and stress for a Were-Grimm to detect. William also hinted that Blake wasn't the only one with those kinds of feelings, going as far as to call it the "Fall of Love". Only to be critiqued by Yang on the executions of puns.

The conversation eventually shifted towards the tournament. Yang was especially excited in that the last day of classes before the tournament was Wednesday. William offered to help them spar if they ever wanted to get any extra practice in before the tournament. Eventually everyone started to pick who they thought would win the tournament, even professor Port and Dr. Oobleck got in on the debate. By the time they had made it up to the top of Beacon's cliff the topic of William participating was brought up by Ruby.

"Even if he doesn't compete in anything other than the first round, I don't think it would hurt anyone." The red reaper tried to plead. "And we all know he can control himself, so there isn't any real danger."

"Ruby, I'm afraid it doesn't matter that William can control himself, it is that everyone still knows little about him and as such they are afraid of him. Until we can convince them otherwise the powers that be will not permit William from participating." Ozpin explained, somewhat detesting his own words.

"It doesn't really matter Ruby." William said placing his hand on her shoulder. "The Vytal Festival is every two years and the typical run at Beacon is four years. That just means I have two years to convince enough people I'm a good guy or at least not a threat…to them."

"You make it sound easy." Blake sarcastically joked.

"I was expecting this kind of thing since I first enrolled at Beacon. Albeit I didn't expect being attacked by my temporary team to be the catalyst for all of it. Whenever people come across something they don't fully understand it's inevitable they will be a little scared. All I have to do is be patient. Hopefully everything works out, and maybe if I am lucky I won't get asked if I poop every day." William half lamented, half laughed.

"I know you get some weird questions, but do people really ask about _that_ every day?" Weiss hesitantly asked.

"Sometimes multiple times a day." The wolf Faunus stated bluntly.

"Questions about waste disposal aside, I must say William that is a very mature look at the state of things. I'm proud of you." Ms. Goodwitch complemented.

"Perhaps if you showed more discipline and didn't act the way you do they would allow you to participate." The general casually said.

William stopped. "Would you care to run that by me again?"

"William?" Ruby asked meekly.

"What did you say?" William asked in a calm, but still frightening sounding voice.

The general turned to reply. "It's apparent you lack any form of discip-"

"SHUT THE FUCK UP!" the wolf Faunus roared stunning everyone, the general included. Walking towards the general William made sure that Ironwood noticed that his right eye was blood red. "DO YOU HAVE ANY IDEA AS TO THE NIGHTMARE I GO THROUGH EVERY SINGLE DAY?" He yelled again. "Day in and day out I use every last bit of my strength to suppress my Grimm-side, to prevent my negativity as well as the negativity of others from plunging me into pure madness, to be the bigger man, to never lose control, to continue to push myself to improve as a person, and on top of it all I at least TRY to see in the good in people. I lack discipline, that's a load of BULLSHIT!"

"William…"Ms. Goodwitch let out completely stunned.

"When I first got here I was shocked, no dumbfounded at how kind and trusting everyone is. I thought I didn't deserve it because of what I am, of what I could do, of what I DID. That's why I didn't make a lot of fuss about you being so distrusting of me, but now I see I was WRONG. You will never see me as anything other than so freak of a monster and to be honest I DON'T CARE! I decided to attend Beacon to become a huntsmen so I could one day regain my humanity, but now I realize I've had it all along. Do you think I don't fear losing myself to that madness, I do, and it has been my driving fear for all these years. It's the reason I pushed myself to learn from discarded books, to continue my education, to expand my knowledge, because the thing I fear the most in this world is becoming some mindless beast. People keep saying I'm mature, but that's not the truth, all those years in the valley I had to suppress my negative emotions, swallowing my tears more times than I could ever count just so I could know at least one night of peace. it doesn't matter if its day or night I am bombarded by countless horrors, and no matter what I will not yield to them, because now I have a reason beyond the fear to keep moving forward and no matter what you or people like you think …I WILL NEVER TAKE A STEP BACK!" He exclaimed at the top of his lungs.

Those who listened to William remained frozen, unsure of how to even respond. Even general Ironwood was stopped in his tracks.

Eventually the shock faded and the group began to recompose themselves. "William…" Ruby began not sure herself what to say.

"Ruby, it's fine." William said plainly not turning around. "I just needed to get that off my chest."

"William, we're a team now, if you ever feel like that please tell us."

"I know, I know, it's just sometimes… sometimes it's hard. I've spent the last ten years not allowing myself to really feel, well ANYTHING, and now I can finally become more than a shell of a man. All I ask is that you be patient with me. I'm still kind of rusty on some of this stuff."

"Take all the time you need." The red reaper reassured.

Little did the group know that on the other side of the Emerald Forest two hooded figures, one green and one burgundy, stood watching them from afar.

"So do you think he's ready?" The burgundy male asked with a slight wheeze in his voice.

The green one put her left pointer finger to her chin. "Hmmmm, that's a little difficult to say. He HAS made progress, don't get me wrong, but I think he still isn't ready."

"Do you think we should give him a little _push_ in the right direction?"

"You know what that could mean right?" The female voice asked sounding completely shocked, but at the same time elated at the suggestion.

"The way I see it, we get William closer to his intended state and during all the commotion we can just walk in and steal back the sword we were testing on that Topaz girl and her idiot teammates." He said huffing in between each sentence.

"You really should see a doctor first; you sound like you might kill over any moment."  
"You'd like that wouldn't you?" The burgundy colored male asked sarcastically.

"Well it would be easier, but for now we'll get you patched up and then we move on to the next stage." She said not even trying to hide the fact she was giggling ecstatically. "Just you wait William, I'll make sure your true self is woken up real soon." She said with a sneaky smile.

* * *

 **Now things are going to get a little more interesting. Remember if you like my work or see a way I can improve please leave me a comment. The more you comment the better the material you get to read.**


	9. Chapter 9: Some time to think

**Before I begin I feel I need to clear up a misunderstanding about William's ability to sense negative emotions. The reason William could basically read Blake's mind, but not team JPIT's is because of the difference in how strongly they felt their emotions. JPIT did want to kill William, but due to being borderline psychopaths they thought of killing William in much the same way you would kill a spider instead of a person. The intent was there, but they didn't see it as murder and didn't put forth the emotional resolve you would normally see in someone going to kill another person. Blake, on the other hand, seems, by default, to be a negative person and the negativity was enhanced by feeling sad/concerned/etc. Second I originally wanted to add a NSFW scene to this (hold the smut alarms) but didn't because it would have turned this chapter's length into a behemoth, and if I am being honest it wasn't that good, so, for now, all smut is on hold, for now. Enjoy.**

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Chapter 9: Some time to think

After William's outburst the group split into three; Ozpin and the teachers returned to their regular Saturday activities, Ironwood went back to his airship to access the damages, and the students went to the cafeteria for breakfast. Team RWBY hadn't left the cliff side the entire time and therefore hadn't eaten breakfast. Aside from some soft goodbyes, this process was fairly quiet and uneventful. Everyone was still processing everything that William had revealed to the world, even William himself. As they entered the cafeteria they happened to meet up with team JNPR and while they went through the line to get their food team RWBY filled them in on what had transpired last night and this morning.

"Wow, I can't believe you said all that to the general," Nora said sitting down with her team.

"I still can't believe you're hungry, you just spent the last SEVEN hours eating non-stopped," Yang commented pointing to William's typical food mountain.

"Eating Grimm to charge my powers and eating for sustenance are two different things." William calmly retorted as he began to dig into his food with his usual gusto.

Ruby being the last to sit down turned her head towards William. "Are you sure you're okay?"

He stopped, lowering his fork he seemed to think heavily on something for a few moments while he finished chewing. "I…I don't know. I never meant to say _that_ … it just sort of all came out at once. I'm not even entirely sure if that's what I really feel."

Yang, sitting next to him, put her hand on his shoulder. "Will, you've been keeping all that stuff locked up for so long, just relax and let it all out." Yang smiled. "Like a giant dump." She quickly added getting a number of disgusted and "that's inappropriate" looks from everyone.

"Yang, first I do not like being called Will and, disgusting metaphor aside, while I do appreciate the advice, I still don't even know what to think right now. Yeah some of the things I said are true, and I _guess_ so are some other things, but I… it's just so much to process. Maybe I should just go lay down."

"Well you did just go all night without much sleep, perhaps a good rest is what you need to get your mental faculties in order." Ren calmly stated cutting into his second pancake.

"I guess so. By the way, does anyone know why professor Port asked me to drop by his office sometime for a sample of my saliva before we went our separate ways?"

"You don't know?" Weiss asked quizzically.

"Know what?"

"Your saliva prevents Grimm from disintegrating, it's an indispensable tool for study." The heiress explained.

"Wait, don't you guys already have something like that?"

The other huntsmen-in-training looked at each other confused before their focus returned to William. "No, we don't have anything like that." Stated Pyrrha.

"Then what about all those stuffed Grimm in professor Port's class?"

"William those are just taxidermy animals made to look like Grimm," Weiss explained trying not to snicker.

"Really? Why would anyone do that? What is the point of having so many fake Grimm statues?"

"Probably so he can show off and tell more tall-tales," Yang stated bluntly receiving a majority of nods, William included.

The topic soon turned to the new couple as they formally announced their relationship.

"Wow, that's great you two, I wish you nothing but the best." Jaune celebrated.

"So, when did you two start dating?" Ruby asked.

"At first I never really thought about Yang as anything else than my partner…" She began, quickly adding "…in fighting Grimm," feeling Yang about to say something. "I guess it started when she told me to not let my search for Torchwick takeover my life and I guess I finally realized how I felt after my identity as a Faunus was revealed. The first thing that came to mind was the fear of not being able to see Yang again. I finally got the courage to ask her out after my conversation with William the day of his entrance exam. When she told me she felt the same, I just felt so… happy."

"Aw, that is so sweet." Nora, Ruby, and Yang let out.

"Really, it's not that big of a deal," Blake said trying to wave it off while failing to conceal her blush red face.

"Oh, come on kitty cat it's not every day you confess to your friends that your dating your partner." Yang chuckled taking Blake's hand in her own intertwining their fingers.

"Yang don't call me…" She stopped seeing Yang make Ruby-grade puppy eyes. "…It's just I haven't exactly had much luck with relationships." She tried to salvage her argument.

"You shouldn't worry this won't end like it did with Adam." William bluntly announced stuffing three whole pancakes into his mouth.

"William, I thought you said you wouldn't read my mind anymore."

William held up three fingers as he finished chewing and swallowing his food. "Three things; first I never said that, second I don't read minds, I derive meaning from the negative emotions people have and in some cases the images of specific memories chained to those emotions, and third I didn't."

"What?" Ruby asked scratching her head.

"Blake, I told you before when someone is happy I can't read them at all. That's how I know you are happy because when you look at Yang I can't tell what you are thinking. Yang and the Adam I've seen through your memories are two VERY different people. You feel happy around Yang and she feels happy around you. So, don't worry about it."

A small tear slipped from the corner of Blake's eye. "William I don't know what to say."

"How about you say you will give yourself a chance to be happy and trust in the people you care about and that care about you. You need to stop punishing yourself for the past, nothing you do will ever change it, but if you keep looking back you won't move forward with everyone else."

Ruby all of a sudden gave William a big hug from behind.

"What's this for?" William asked turning his head to see the red reaper on his back.

"Just because you're a good person."

"I wouldn't say 'good', I just don't like to hear people's negative emotions…is all." The Were-Grimm huffed avoiding eye contact and blushing profusely.

"That reminds me, what about Sun?" Weiss asked killing the mood.

"Well… I haven't figured out how to tell him. I know he likes me; I just don't know how to break the news to him." The cat Faunus frowned.

"Just go and tell him." Yang bluntly stated as she gently held onto Blake's hand.

"Yang's right, even I can tell that he likes you." William chimed in. "And normally I'm not that great at reading positive emotions."

"I guess; I just don't want to hurt his feelings." The cat Faunus said returning her eyes downward.

"Just tell him as best you can. I may not have much experience with these kinds of things, but I'd like a girl to be honest with me about this kind of thing. And you know Sun is a really good guy, I don't think he would hold it against you."

"Wow, Will you are on fire today," Yang commented.

"Yang, please don't call me Will."

Blake raised her eyes up and smiled. "She is right, whenever I need advice, since I've met you, you've been right there. Not to mention you're really good at it."

"Oh, come on guys I…I'm just…" William trailed off blushing.

"Okay, enough making William blush, let's change the topic," Pyrrha suggested.

"Oh, that reminds me Jaune, I've actually been meaning to ask you something." Posed William drawing everyone's attention to him and Jaune.

"Uh, sure what do you want to know?" The blonde boy asked wondering what this was about.

"Since we ran into you this morning I've been wondering something, why you didn't use your semblance when we first fought?"

The Arc knight became visibly nervous. "My semblance, well…you see… I…the thing is…" He stuttered.

"Well not everyone can or chooses to use their semblance in a fight. It all depends on the situation and the user's judgment if their unique power will play a beneficial role or not." Pyrrha interjected shifting focus off of Jaune.

William looking at Pyrrha raised an eyebrow and then turned his head towards Jaune looking him dead in the eyes. "You don't actually know what your semblance is, do you?" He asked with a pan face expression.

"I… well… you see…-"

"-Jaune, I can tell when people are lying." The wolf Faunus cut in not breaking eye contact.

"Yeah, okay, I don't actually know what my semblance is." The Arc knight reluctantly admitted putting his head and arms on the table.

"You really don't know what your semblance is?" Weiss half scuffed.

"Hey." Pyrrha defended.

Before Pyrrha could continue William spoke up. "Weiss, it isn't his fault, with a semblance like his, it is more something along the lines of the right situation arising as opposed to it appearing through training." William explained.

"Wait, what?" Jaune let out completely lost. "Do you know what my semblance is?"

"Sort of, I have something akin to a vague idea about it."

"And how exactly is that even possible?" The ice queen inquired.

"Well, up until now my Grimm supply has been at most an eighth of my maximum capacity, but now that I have a full tank the clarity by which I can perceive not only the memories attached to negative emotions has increased, but also gain access to similar memories." The Were-Grimm explained.

"Wait doesn't an increased Grimm level mean you're now more susceptible to losing control with being able to perceive negative emotions more clearly." Blake astutely observed.

"Yes and no, the risk of me losing control lies not in the clarity in which I can perceive negative emotions, but simply in the volume and intensity of the negative emotions. And since I have grown accustomed to the typical level of negativity for Beacon there isn't any need for concern."

"What about eating all that Grimm?" Yang inquired.

"After initial ingestion, it gets easier to resist the influence of the Grimm, and since I wasn't even conscious at the time, the risk of losing control is about the same as it was this time yesterday." The Were-Grimm clarified.

"Soooo" Jaune interrupted. "Do you know what my semblance is?" He almost desperately asked.

"I don't know the exact details, but, looking through your more 'negative' memories, I can tell you is that your semblance has an emotional trigger and is defensive in nature."

"Emotional trigger?"

"Well take Yang for example; she can increase her power as well as have her aura take on the same attributes as fire by simply getting angry."

"Then what's my trigger?"

"I'm not entirely sure. I'm getting a lot of interference from your fear."

"Fear? Me, no, what would I be afraid of?" The blonde knight tried and failed to brush off the wolf Faunus' claim.

"Jaune, I know what you fear, and it is completely normal. Everyone is worried about the tournament, but you will be fine."

"It's just I- "

"Jaune." William calmly interrupted. "I know all about your fears and everything they stem from, and I mean EVERYTHING." He calmly stated causing Jaune's heart to almost stop. "I want you to just think about this: if you weren't cut out to be a huntsman, how could you have survived up until now, be made a leader, and if you weren't 'huntsmen material' why do you stay? The answer is simple, yes Pyrrha has helped you, a lot, but you are able to stand with us now at Beacon through your own hard work and determination."

"But I... what if that isn't enough?"

"Jaune…" Pyrrha comforted, putting her hand on his shoulder.

"If you're still worried then how about I just help you figure out your semblance?"

"Wait, I thought you said you didn't know what the trigger was?"

"I don't, but I at least have an idea on what it might be, but before I tell you anything I need you to agree to two things; first you have to do what I say, second you can NOT question my methods. Do you accept?"

"If it will help me get stronger for my team then, yeah. I'll do it"

"Very well, the first thing you must do is…" He pondered stroking his chin looking around the cafeteria thinking. "…to take Pyrrha out on a date."

"WHAT!?" the rest of the group let out completely caught off guard. Jaune nearly choking on his bacon.

"What does a date have to do with my semblance?" Jaune asked swallowing the crispy strips.

"I thought we agreed you wouldn't question my methods?" William asked calmly.

"Yeah, but…"

"Do you not like Pyrrha or something?"

"NO, no I think she's great." He assured causing Pyrrha to slightly blush.

"Then there shouldn't be a problem, regardless if you unlock your semblance you at least get to go on a date with a cute girl. Most guys would call that a win-win." William reasoned sipping his orange juice.

Jaune opened his mouth to speak. "Jaune if it will help you discover your semblance then I don't mind." Pyrrha assured him trying to hold back the blush across her face.

"T-then it's a date, I guess." The blond somewhat stuttered with his typical goofball smile showing some nervousness, in what more than a few people suspected to be his first date.

"Wow, I guess we should call you doctor Will from now on," Yang added from nowhere.

"Yang I don't get the joke and enough with calling me Will."

The conversation quickly became about the impending date; what to do, where to go, etc. Yang chiming in every now and again with a more amorous comment or two regarding the two only to receive a look from her girlfriend and a nudge to the ribs. The group eventually finished their food and went their separate ways; William and team RWBY went back to the dorms to sleep and team JNPR headed to the practice fields to get in some more practice before the tournament.

On the way back all of team RWBY had a burning question to ask.

"Hey William, will Jaune going out with Pyrrha really help him discover his semblance?" Yang finally probed.

"I'd say fifty-fifty chance. What I said about him having a specific emotion trigger his semblance was true, but for the most part, it's to help Pyrrha and Jaune get their heads on straight." William replied nonchalantly.

"What do you mean?" She inquired further.

"Well, Jaune needs to stop worrying so much, so I figure a nice date with a cute girl will help him calm down and I know Pyrrha has a thing for Jaune, despite his cluelessness, so I figured this would work best for everyone."

"But that still doesn't help him solve his semblance problem, does it?" Blake pointed out.

"Actually, it might, I can't be completely sure, but I believe his semblance is triggered by his desire to protect others, or at the least something along those lines. By forming stronger bonds and possibly opening up his heart he might be able to draw on his semblance." He answered stopping in front of his dorm room.

"Now ladies if you don't mind I have a date with my bed and I'm running late good night." He joked unlocking his door, thankfully due to him not fully transforming back general Ironwood couldn't confiscate his scroll.

Feeling completely drained William slipped off his shoes, tossed his pocket contents on the desk, and plopped down on his bead falling asleep before his head even hit the pillow. As he felt his consciousness drift away he noticed something weird, usually by the time he succumbed to his sleep he was trapped in his murderous nightmare, but instead, he was floating in a black void that is usually reserved for when he is healing himself.

 **WELL, THIS AN UNUSUAL SITUATION FOR YOU ISN'T IT?** An all too familiar dark yet emotionless voice sounded.

"I guess this is where you try and tell me something even though all I want to do is sleep?"

 **WHY SO COLD?**

"How about the fact you've been keeping me from telling my friends about my nightmares until today."

 **IT WAS YOUR CHOICE TO LISTEN TO ME, WAS IT NOT?**

"There's kind of a hole in your logic when you take into account the fact you practically screamed in my ear every-single-time."

 **DOES IT REALLY MATTER NOW? YOU HAVE ALREADY TOLD THEM AND THEY DO NOT BARE A GRUDE. MORE PRESSING IS THAT IRONWOOD WILL NOT LET THIS GO EASILY, YOU HAVE STOOD AGAINST HIM AND PROVEN THAT HE CANNOT CONTAIN YOU AS EASILY AS HE THOUGHT. NOT TO MENTION YOU INJURED A NUMBER OF HIS MEN, SOME QUITE SEVERELY. HE WILL SEE YOU AS MORE OF A THREAT NOW THAN EVER!**

"You're probably right. However, I am not the same I was before."

 **WHAT DO YOU MEAN?**

"I can't really explain it I just feel different. What's more is the fact Ruby and the others believe in me and I trust them. They are people I can rely on."

 **SINCE WHEN HAVE YOU RELIED ON THE TRUST OF OTHERS?**

'I guess they're starting to wear off on me." William said nonchalantly.

 **HEH HEH HEH HEHE.** The voice laughed showing any kind of emotion for the first time.

"What's so funny?"

 **IT IS INTERESTING HOW THEY HAVE CHANGED YOU SO QUICKLY AND YOU HAVE HARDLY EVEN REALIZED IT.**

"Okay, maybe they have been more of an influence on me more than I may be aware, but is that such a bad thing? I have people who look out for me and I don't have to do everything on my own."

 **BUT ARE YOU FREE?**

"What do you mean?"

 **BEFORE YOU WERE TRAPPED IN A CAGE THAT PREVENTED THE MAJORITY OF YOUR AGGRESSORS FROM ATTACKING YOU AT THE PRICE OF BEING UNABLE TO ESCAPE. YOU SURVIVED, BUT YOU DID NOT CONSIDER THAT LIVING. HOW IS THIS SITUATION ANY DIFFERENT?**

"This isn't a cage!" William yelled.

 **CAN YOU GO ANYWHERE YOU WANT WITHOUT REPERCUSSION OR THE THREAT OF ATTACK?**

"Well…"

 **CAN YOU EXPRESS YOUR EMOTIONS WITHOUT RESTRAINT?** The voice asked not letting him finish.

"Kind of…"

 **CAN YOU DO AS YOU PLEASE WHEN AND WHERE –EVER YOU WANT, INCLUDING USING YOUR GRIMM POWERS?** The voice asked again not letting him answer.

"…"

 **YOU MUST STILL REFLECT ON WHAT IT IS YOU WANT. SOON YOU MAY BE FORCED TO DECIDE YOUR PATH WHETHER YOU CONSENT OR NOT.** The voice faded into the void.

"Wait! I'm not done talking." William yelled into the void only to receive no response. "Great he can come and go as he pleases, but I can't. Figures. And does he HAVE to be ominous and foreboding, why the hell can't he just say what he wants to say, who actually does that in real life?" William shouted into the void until his fatigue forcibly dragged him into the void of sleep.

For the first time since he had slept in the same bed with Neo, he had slept so peacefully. Not dreaming, but just floating in a sea of tranquility, until out of the blue he heard his scroll's ringtone go off signaling he received a text. Waking up William walked over to the desk seeing it was 4:33 pm he swiped to his text messages, it was from Neo. It read: " _hey Will I heard that you got in trouble with some Atlas soldiers last night r u ok?_ " Ever since William had gotten his replacement scroll he and Neo had been texting almost every day, only breaking communication for when Neo was doing something for her job or William was busy with school.

William thought for a little bit about what to say before texting: _I'm ok, the general apparently does not trust me very much._ He waited for a reply. _Sounds like u've had it rough, how about we hang out tonight, I know this great burger place that just opened up._ Excited by the idea of hanging out with Neo for the first time in about a week, he quickly text back: _sounds great can we meet at 6?_ Waiting for her reply William finally noticed the serious body odder coming off of him. All of his activity last night really worked up a sweat. Hearing the scroll go off snapped William's attention back to it: _6:30 works better for me, and can you meet me at my apartment?_ Looking again at the clock on his scroll showing 4:36 pm William replied: _sure_.

Not wanting to meet Neo stinking to the high heavens William decided it might be best he take a show. In grabbing his shower caddy, he noticed his shampoo was missing. _Crap, don't tell me I left it in one of the stalls_. He thought exiting his room.

"Hey William." A voice called out. Turning his head to see Pyrrha and the rest of team JNPR walking down the hall.

"How are you feeling?"

"A lot better now that I've had some sleep."

"Going to take a shower?" Nora inquired point to William's shower caddy.

"Yeah, as soon as I find my shampoo, probably left it in a stall, again."

"I have it," Ren stated in his usual monotone manner.

"You have it?"

"Yes, I found it in one of the stalls yesterday morning."

"I see thanks; I must have forgotten it after my morning shower."

"Okay let me go get it." Nora offered diving into their room and quickly emerging.

"But how did you know it was mine?" William asked taking the bottle from Nora.

"Well, it says it's specially formulated for Faunus and since I found it in the men's shower stall and you're the only male Faunus on this hall..." he led on.

"Oh yeah, well thanks." William waved heading towards the shower.

\- In team RWBY's dorm room a few minutes later-

"So, Weiss how do you think William's doing?" her leader asked. "You know with all the press, the trial, general Ironwood, and everything else."

"NNNNNNNNOOOOOOOOOOOORRRRRRRRRRAAAAAAAAAAAA!" A familiar male voice roared.

"Something tells me he may be having trouble with Nora too". The heiress said as she and her teammates rushed towards the door.

When they opened it, they saw a pink wet Beowulf without any kind of bone protrusions or even a faceplate running down the hallway upright on his hind legs. Ruby felt a similarity to the Beowolves she had once fought leaving her mother's grave. However, their attention soon drifted to the appendage between his legs. Not noticing the girls standing in their doorway the Beowulf stops in front of team JNPR's dorm room and began to pound on the door crying "NORA!" over and over again. Seeing the Beowulf from behind confirmed for the girls that the thing they saw was NOT his tail.

Jaune opens the door to see a wet pink Beowulf.

"WHERE IS NORA?" He growled.

"Hey William, buddy, calm down," Jaune tried to reason with the Were-Grimm, while not wetting his pants.

The Beowulf closed his eyes, takes a deep breath and then exhales, "Jaune, Nora put hair dye in my shampoo and now I'm pink…" he said in a menacing manner, "…I really _need_ to 'speak' to her about this."

"I think you may _need_ to do something else first." The familiar blonde voice declared from behind him.

Turning around William saw all four members of team RWBY standing in their doorway. Weiss was covering Ruby's face with her hood in her right hand while trying to block her own vision with her left, Yang seemed a little 'interested' in something in William's direction, and Blake was giving Yang an annoyed look before giving her a light slap on the back of the head.

"Tell him already." The Faunus girl commanded Yang then averting her eyes with a slight blush.

"Tell me what?" The pink Beowulf asked looking rather confused.

His answer came from Yang giving him a big goofy grin while repeatedly pointing a finger down. William looked down and his eyes widened as he felt completely embraced. He was naked, and not like a normal Grimm 'naked', in his anger at Nora messing with his shampoo, and overall coloring, he was partially transformed, more specifically his lower anatomy was still present, so he could properly clean himself. William hadn't noticed that his towel had fallen down a few doors down. Feeling his face begin to burn he covered his nether regions and awkwardly walked down the hall to pick up his towel and put it on. Once properly secured he walked back to the group.

"I am sooooo sorry you had to see that." William apologized.

"I'm not," Yang replied. "Although I don't remember ever seeing a Beowulf so…well equipped."

Blake then gave her a swift elbow to the ribs. "Yang knock it off."

"What you can't tell me you didn't enjoy the view."

"That's not the issue."

"So, you _did_ enjoy it?"

"Hey, team RWBY what goes…. on…." A familiar brunet greeted, hearing team RWBY's voices, as she turned the corner and began to take the whole scene into view. "Pft, what happened to you?" She pretended to try and stop herself from laughing as her three teammates came to a stop behind her.

"Hey Coco." Ruby greeted.

"Hey Rubes, so what's with pinky here?" She smirked pointing towards William.

"Nora thought it would be funny to put pink hair dye in my shampoo and it just happened to be the day I decide to clean my fur."

"Are you ok?" Velvet asked sympathetically.

"Yeah, or I will be after I have a few words with Nora."

"Do you actually need to wash your Grimm fur; I mean doesn't it just disappear?" Coco asked.

"Just because it disappears doesn't mean I don't find a full body shampooing relaxing, and believe me I need a little relaxation," William answered.

"William?" A female voice called out from the end of the hallway. Team CFVY parted to either side of the hallway revealing Ms. Goodwitch. "William why are you in your Beowulf form and why… are you… pink?" She asked trying to make sense of what she was looking at as she walked towards the group.

"Ms. Goodwitch?! I swear there is actually a good reason for this. You see I was grooming myself and Nora put hair dye in my shampoo, but I didn't notice and-"

"William-" Ms. Goodwitch cut him off. "For the time being please transform back to your normal form before anyone else sees you."

"Okay." He nodded as the creature of Grimm disintegrated leaving the wolf Faunus in his towel surprising those in front of him.

"What?" he asked noticing everyone was giving him an odd look.

"Pft, you may want to take a look for yourself," Coco said taking a small pocket mirror and holding it up for William to see himself. Looking in the mirror he realized his hair, wolf ears included, was pink.

"WWWWHHHAAAAATTTTTTTTTTTT!" William exclaimed. "I am going to kill her."

"William!" Ms. Goodwitch barked. "While I can understand that you would be angered my Ms. Valkyrie's actions, but please restrain yourself."

"I know, I know." He reassured gesturing with his hands. "I'm just a little upset about the pink hair. By the way, if you don't mind me asking, why are you here Ms. Goodwitch?"

"I came to return your things to you that were confiscated by General Ironwood." She said holding up a bag with the Dust he had purchased, his pocket chain knifes, and the disguise Ruby had given him."

"Oh, thank you." He said taking the bag from her.

"Oh, and you will be happy to know that general Ironwood will not be spying on you anymore." The professor informed him.

"Really? How did Ozpin pull that off?" William asked in disbelief.

"When it comes to his students and their safety he can be a force to be reckoned with."

"Hey what's going on?" A chipper voice called out from behind the regrouped team CFVY only for them to separate again to show who was on the other side of them.

"NORA!" William called out to the redhead standing next to Ren both holding several heart printed metal canisters.

"William!" Ms. Goodwitch commanded stopping the Were-Grimm before he could advance towards Nora. "Ms. Valkyrie care to explain why you put pink hair dye in your classmate's shampoo?" she asked with a stern look in her eyes.

"Well you see…" she nervously fidgeted.

"Nora." William glared.

"I accidentally knocked over you shampoo and then it spilled out and then I went to refill it with Ren's and I must have accidentally grabbed his hair dye by mistake because he keeps both bottles in the closet and the light in there doesn't work and I guess I mixed them up, I'm sorry William, please don't be mad." She said as fast as she could.

Off to the side, Coco whispered to Ren "so you dye your hair, do the curtains match the drapes?"

*sigh* "It's okay Nora, I'm not mad. I can tell you're genuinely sorry so I forgive you, just next time please warn me there is a chance my shampoo has hair dye in it." Closing the distance between them. "Between you and me I don't think I can pull off pink hair." William jokingly whispered. "By the way, why weren't you in your dorm room?" He asked in his normal volume.

"Well someone may have forgotten a few grenades at the training ground." Nora tried to wash over.

Ren gave her a look. "Nora."

"Okay, it was me." She admitted feeling Ms. Goodwitch preparing another lecture about the dangers of leaving grenades lying around. "Is there anything I can do to make it up to you?" She asked hoping to distract Ms. Goodwitch.

"Just apologizing is enough and since I have everyone here I might as well tell everyone I'll be gone the rest of this weekend," William said, trying to sound nonchalant about it.

"Where are you going?" Ms. Goodwitch asked.

"Just to the Forever Fall Forest."

"I thought that you had Grimm supply was full?" Blake probed.

"It is; I just need to take care of a few things."

"William," Ruby announced drawing everyone's attention to her. Ruby was wearing her serious leader face. "If something is bothering you you have to tell us, we're a team now. You can trust us."

"Ruby… it's not that I don't trust you because I do, it's … after what happened with Ironwood this morning and if I'm being honest, since team JPIT I realized no matter what I do people will continue to see me as a monster and I understand that it will probably take a very long time to change their minds. The problem is if I want to continue to be a huntsman I need to figure out what I want to do. If I can't find a reason to continue through all of those things and whatever comes next, that I am willing to endure for, then I may not be able to become a huntsman." William solemnly answered.

"William, you're are one of the strongest people I know. I know you can do it." Ruby tried to comfort.

"It isn't really a matter of if I _can_ , but if I am _willing_ to. For the past TEN years, I have had to fight in order to survive, I didn't have a choice in the matter, but now I do. If I can't figure out a reason I'm willing to go through all of the training, studying, and inevitable battles then I have no business becoming a huntsman. You told me you do it to be like the heroes in the stories you read as a child, and that's great for you, but I'm not like that I need to figure out what it is I want out of life. So I'm going to into the woods to get some space to think." He explained all the while trying to conceal a somewhat dreaded undertone in his voice.

Ruby and the rest of the group didn't immediately respond, many of them had been or still are where he is and knew that he needed to figure it out for himself.

"William…" Ms. Goodwitch finally spoke up. "I know you have been through a lot and you have every right to decide not to be huntsmen if you so desire, just know you will always have a place to stay with me, regardless of your choice, and if you ever need to talk things out I will be there. Though it looks like you won't have just me looking out for you." She said noticing the nodes of the rest of the group.

"Thank you guys." He said feeling relieved and touched at their understanding.

"But what about general Ironwood, won't he freak out knowing you will be gone the rest of the weekend?" Weiss pointed out.

"I think this is one time he wouldn't benefit from knowing." Ms. Goodwitch suggested causing every student in the hallway's eyes instantly locked on to her with shock.

"Are you sure you're Ms. Goodwitch?" William asked.

"William while I am a teacher, I am also your guardian and if you believe some time alone will help you then I do too." She smiled.

"Ms. Goodwitch, thank you." He smiled quickly hugging her.

Realizing what he just did, without thinking, William was about the pull away until Glynda hugged back. "Your welcome, just remember to call if anything happens and try not to miss class Monday morning."

"I will." He softly smiled.

"Now..." She said returning to her stern demeanor. "did you remember to turn off your shower?"

William's eyes widened. "Oops, sorry I'll go take care of that right away." He said receiving a nod from Ms. Goodwitch as he headed towards the showers.

"If you need to talk or just want to hang out you have our scroll numbers." Ruby mildly yelled as William gave a thumbs up without turning around.

William reached the shower and turned it off. He went into the stall dried himself off, thankfully this got all the excess dye off of his skin, returning it to its semi-normal tone, but not his hair, and he proceeded to get dressed behind the shower curtain. As he collected shower caddy William felt the feeling of someone behind him. William quickly turned around only to find nothing. _Great, we're back to this, again_. He thought to himself. Collecting the rest of his things and exited the shower area. Looking down the Hall he could see teams RWBY and CFVY turning the corner at the other end of the hall, team JNPR and Ms. Goodwitch, he presumed, were back in their room and office, respectively. _I wonder if I should have told them I plan on going on a date with Neo before going into the woods._ He pondered. _Nah, although come to think of it, I don't think I've actually mentioned Neo to any of them. Huh, weird._ He mentally shrugged.

William got dressed in his battle attire, half expecting he'd need it given it's Neo he was meeting. He put on his black hoodie with two buckles across the chest and three more on the left shoulder over his black t-shirt that read 'BIG BAD' in yellow letters with a red outline, matching pants, two wallet chains knives that hung from the right side of his belt, and his, now signature, black fingerless gloves with the insignia of a red wolf eating itself on the back of the hand. He decided he might want to work on a few things while camping out he grabbed his backpack, his Dust, and a few other things he thought he might need.

As he left his room he grabbed his disguise, he knew that most reporters had at least an idea of what he looked like, so he just needed to cover his ears and the pink hair, at the very least, would help conceal his identity.

William effortlessly slipped past the reporters still parked at the airship port and hopped on an airship to the location nearest Neo's hotel. All through the trip, William felt a mix of joy and anxiety. He wasn't sure of when it happened, but he felt he could be himself around Neo; Ruby and the others were unquestionably his friends, but they all seemed a little too… nice. William still couldn't fully wrap his head around how they could be so trusting of him even after he had tried to kill him. There were a few other reasons, but that was the one that was most prominent in his thoughts. Despite the comfort he felt around Neo, William could already tell his thoughts would be fixated on what his next move in life would be. He didn't want to bring down the mood, but he also really wanted to see Neo again.

 _Maybe I should just text Neo and go straight to the forest instead_. He mulled over as the airship landed. As William would later describe it, his head was saying just leave for the Forever Falls, but something else made his feet move towards Neo's apartment.

William tried looking for Neo's apartment based on memory but ended up getting lost. Looking at his phone and seeing it was already 6:40 and the last remnants of sunlight were about to disappear. William was about to consider giving up and going with plan B of just leaving until he smelled something. It was Neo's scent he would never forget the aroma of ice cream, mint, and the same orange citrus shampoo Yang used. "Sometimes being a wolf Faunus comes in handy". He said to himself following Neo's scent.

After a few minutes of tracking Neo's smell, through what William presumed was her daily route given its abundance, William made it to her apartment. As William approached the hotel he realized he didn't remember her room number. Stopping at the front of the hotel William tried to remember it until a voice spoke up behind him.

"Hello sir, are you lost?" the voice asked in a polite slightly British accent. William quickly turned around shocked that someone had managed to sneak so closely behind him without him even realizing it.

Taking the individual in as a whole, she was a petite woman, roughly neo's height and build, with short black-brown hair, magenta eyes, and was wearing some kind of hospital uniform.

After a second William smirked. "Why yes, I am a bit lost. You see I am looking for a friend of mine, you may know her, her name is Neopolitan, Neo for short." He said trying to sound as plainly as possible.

"Can you perhaps describe her?" The short woman politely asked.

"Yes, she is about your height, a little chubby, has a kind of Neapolitan theme, and has some borderline psychopathic tendencies."

The short woman made a face, but William began to speak before she could say anything. "Oh, there is one more thing."

"And what might that be?" She asked trying to hide her anger.

"She is probably the most adorable thing in the world…" He said making the girl's anger dissolve into a blush. "…Even if she does try to trick me by changing her hair and eye color while dressing as a nurse." William smirked.

"Oh, you…" Neo gently pushed returning to her normal voice. "How did you know it was me?"

"I'm a wolf Faunus remember? I'd know your scent from a mile away, in fact, that is how I found your apartment. Now I have a question for you: why are you in a nurse's outfit?"

"Well first this isn't a nurse's outfit, it is the official outfit of an ambulance driver and it's for my work. I need to make sure I know every detail of this outfit before the end of the week."

William raised an eyebrow. "For urban development…?"

"The king must wear many hats." She smiled.

"Okay, say I believe that; what's with the hair dye and contacts?"

Taking off her hat allowing her hair fell down to its normal length while at the same time small almost mirror-like shards broke off of her hair and disappeared into thin air revealing its normal color pattern as she blinked and her eyes turned into two different colors, the right eye pink and the left eye brown.

"Let me guess, your semblance?"

"Maybe." She teased. "Now let me ask you a question, why is _your_ hair pink?"

"Well I liked it on you so much I thought that I would try it myself, but I don't think I can pull it off as well as you do." He joked.

Neo laughed. "Okay, but really why the pink hair?"

"Let's just say there was a mix up with my shampoo."

"I think it looks good on you."

"This isn't because my hair reminds you of strawberry ice cream, is it?"

"Nooooo." She dragged out with an added licking of her lips to add to the joke.

After chuckling a little William changed the subject. "Okay, so where is this burger place you mentioned."

"Do you mind if I change my outfit first?"

"I don't mind, but I got to say you do look cute in your paramedic's outfit."

"Alright enough teasing," Neo said trying not to blush as she moved towards her hotel.

William slid his head next to Neo's ear and whispered. "Whoever said I was teasing." Making her blush further.

Neo went into her apartment, room number 105, and William waited outside. After a few minutes, she emerged wearing her typical triple colored ensemble. The two locked arms as Neo led the way.

"By the way were you serious about what you said before?" Neo asked after walking for a few minutes.

"Kind of… you do tend to be aggressive at the bare minimum- not that I find anything particularly wrong with that. I actually kind of like it."

"Not that." She said trying not to blush. "What I'm asking about is if you think I'm chubby."

"Oh, that, no I don't I just wanted to see that cute pouty face of yours."

"You do realize I've killed people for less, don't you?" She asked with an eyebrow raised.

"I can see that, but you didn't. That tells me you at least like me enough not to kill me-"

"-you were only saved because you said I was cute," Neo added still a little pouty.

After several minutes of walking, they eventually arrived at the restaurant, there wasn't much of wait so they were almost immediately seated. When they were seated and the waitress took their drink orders; William ordered a sweet tea and Neo ordered a People Like Grapes soda.

"So, what would you recommend?" William asked opening his menu.

"An associate of mine ate here when it opened and he told me about their signature Goliath Burger and I thought you might like it. Although looking at it myself I think I might try it." She said placing her menu on the table and pointing to the large picture of the burger next to a regular burger for scale. Off-hand the Goliath Burger was about twenty times that of a regular burger.

"Neo, uh, according to this the burger is two hundred Lien, normally, but if you take the Goliath challenge and eat it within half an hour its free and if you don't its double."

"And…?" Neo led on.

"I know I can eat something like that, but are you sure you can?"

"Don't think I can do it?"

"Neo…" He said flatly. "that burger is _half_ your size."

"Tell you what, last time we didn't get to finish our contest right?" William nodded. "Then how about this if I can not only finish a Goliath Burger but finish it before you, it's my win. If I can't then you win."

"And the prize is still the same: the loser has to do one thing the winner says?"

"Of course."

"Okay, but if you feel sick or puke, we stop there…and I win."

"so long as the same applies to you then we have a deal." She said extending her hand.

William extended his and they shook sealing the deal. At that exact moment, the waitress came back. "Have you two decided what you want?"

The two of them smiled at each other. "Yes," William spoke up. "We would both like to order a Goliath Burger and we would like to take the Goliath challenge, please."

"Okay, so one Goliath Burger for the two of you-"

"Um, Miss, I think you misunderstood, we want a Goliath Burger _each_."

The waitress looked at William and then at Neo for a moment. "Okay so two Goliath Burgers, anything else?"

"No that will be all, thank you."

"Okay, I'll have those out to you when they're ready."

Neo watched the waitress leave and when she was a safe distance away, "What was that all about?" Neo asked.

"I think she thought the same thing I did."

"She probably thought the same about you, based on appearance alone you don't look like you can eat the way you do."

"Point taken."

"So, what happened with the Atlas Military last night?" Neo asked changing the subject.

"More of the same old, I suppose."

"William," Neo said giving him a stern look. "Tell me what happened."

Looking at Neo he knew she wouldn't let it go until she got a full explanation. "Okay, I'll tell you." He admitted.

William went through the events of that night the best he could, a few of the details he was still a little unclear about, some he got from Ruby, which in retrospect were not as clear as he would like them to be. He didn't mean to, but before he realized it he was talking about how he lost control, went on a rampage as a Beowulf on Ironwood's ship, not noticing Neo paying particular attention to that fact, Ruby tricking him into the loading bay with ice cream, and even his outburst in the forest in front of everyone.

"I still don't get something William?"

"What is that?"

" _How_ do you transform into a Beowulf?"

William froze for a moment, in his previous meeting with Neo William tried his best to avoid mentioning anything about his Grimm powers and even when his secret was revealed to everyone and they started texting he didn't really tell her much. Though seeming calm William was panicking on the inside on how to tell her when "Here you go." The waitress announced as she and another waitress set a burger in front of Neo while two other waitresses set one in front of William, both coming with a side plate and another plate loaded with French fries.

"Well looks like that the food is here, let's eat," William said quickly grabbing the ketchup trying to change the topic.

"Don't try and weasel out of this Will," Ne said struggling to see over her burger.

"Well if you want to lose I guess I can tell you."

"Oh, that's the way you want to play it then let's raise the stakes." She said standing up to finally make eye contact with William.

"What do you have in mind?" Asked William not sure where she was going with this.

"If I win in addition to doing one thing I say, you have to tell me everything."

"…And if I win?"

"What do you want?"

"I'm not really sure what I can ask for, how about you tell me what you really do?"

Neo visibly gulped. "What do you mean?"

"Neo." He said plainly. "We both know that 'urban development' story isn't really true. I want to know the truth-" William suddenly felt Neo's concern go up, despite her typical smirk. "-on second thought I'll just have you do two things for me."

Neo shot William a confused look. "Really?"

"Yeah, I'll let you in on a little fact; Grimm and Were-Grimm, like me, can sense negative emotions such as…say fear or more specific concern."

"Oh."

"Do we have a deal?" William asked extending his hand.

"Yeah," Neo replied shaking his hand. "But wait, did you do sense that I was afraid of thunder?"

"Neo I'll be honest it was pretty obvi-" William saw Neo trying not to be upset about her own fear. "-I mean yes."

"Liar." She mumbled with a slight smile.

"Come again?" Asked William pretending he didn't hear her drizzling ketchup on his fries.

"Let's eat."

"Gotcha." William grinned removing the knife from the middle of his burger and using it to cut his burger.

William cut his burger into eight pieces moving the first slice onto his plate and beginning to dig in grabbing some French fries here and there. once he finished the first slice William looked up to get his next piece seeing Neo digging into her burger whole. Despite her size, Neo was definitely making progress. Seeing Neo eating her burger like that William felt he may be in for more of a fight then he thought.

By the time William was about to finish his final bite of his final piece of the monster burger he was feeling incredibly full. Just when he was about to overcome his struggle to finish the final bite.

"Done." Neo proclaimed.

"What?" William let out looking up from his plate to see Neo' reflectively clean plate. "Where did you put it all?" he questioned in disbelief.

"trade secret." She teased with a wink quietly gesturing by placing her pointer finger vertically across her mouth.

"So who pays, the winner or the loser?" William asked grabbing the check from the side of the table. William was so busy eating he didn't notice the waitress placed the check on the table. Looking at the check it showed two burgers FOUR hundred Lien each!

"What the? Neo am I reading this right?" William asked reading it a second time before handing it to Neo.

"It looks alright to me eight hundred Lien for two burgers" Neo paused for a moment before her eyes went as wide a dinner plates. "EIGHT HUNDRED?!" she exclaimed.

At that moment their waitress must have heard their reaction and headed to their table. "Is there a problem?" She asked disinterestedly.

Neo turned her head sharply looking at her. "Yes, there is. Both I and my friend finished our burgers within half an hour. So they should be free."

The waitress frowned at Neo pulling up her watch and adjusting her glasses to check the time. "Well according to my watch, I delivered those burgers thirty-two minutes ago, so miss you are over your time limit and must pay double."

"We finished more than two minutes ago."

"Then why does your check say your total bill is eight hundred Lien." The waitress scoffed.

"WHY?! Because you put it there before either of us even finished!"

"I do believe you are misremembering that…little girl." The waitress said sizing Neo up.

The second she said that William knew what would happen next and prepared to grab Neo and run before things got out of hand. Even without his Grimm powers, William was almost 100% sure that underneath that smirk Neo was contemplating some horrible fate for the waitress.

Neo let out a sigh. "Fine, you're right, I'll pay double." Neo uncharacteristically admitted.

William sat back in his chair completely stunned at her admittance. "Neo are you okay?" He asked genuinely concerned.

"Yeah." Was all she would answer.

William still sensed her anger but was confused as to why she didn't act on it like usual.

Neo and William went up to the front desk and each paid double. Neo remained fairly quiet through it and so did William completely unsure of what was going on. Normally he didn't like to focus his Grimm powers on someone and try to figure out what is going on in their head, but he couldn't help it, he wanted to know what was wrong with Neo.

He sensed she was remaining quiet because of someone else or maybe even the threat of a punishment. William, thinking about all he knew about Neo, just couldn't find a reason that she would just admit defeat so readily because of someone else or WHO could frighten Neo.

After they paid and left the restaurant they walked for a few blocks towards Neo's apartment. "Neo are you okay?" William finally asked.

"Yeah, why?" She asked back.

"Because normally when someone does something like that you usually bash their head into the nearest blunt object." The wolf Faunus explained with a pan faced expression.

"Well...it's just…my boss."

"Your boss?"

"Yeah, she heard about what happened at the mall and… _warned_ me not to cause any more trouble." The petite girl said with a small quiver.

William picked up on this immediately; not only was Neo scared of her boss, but he felt there was more to it than that. "I see is that why you are scared?"

"What…no…yes…kind of." She stammered. "If I don't do what she tells me then I won't be able to get Roman back."

"the friend you mentioned before?" He asked.

The short girl silently nodded.

"I see," William said wrapping his left arm around her back and placing his hand on her left shoulder.

"Neo, I want to tell you something." He spoke quietly and calmly.

"What is that?" Asked Neo turning her head.

"I won't ask you to go into detail, but I know you don't work in urban development and what you really do probably isn't legal…"

"Not technically." The short girl inputted.

"…and I can guess that's it's probably very dangerous-"

"-You're not going to try and tell me not to stop doing this, are you?" Neo cut in.

"No, I can tell how much this Roman person means to you, but I can probably speak for him too when I say I just want you to be safe. If it gets too dangerous and I mean if you don't think you can make it out in one piece, I want you to run."

"Run, why would I run?"

William stopped, turning Neo so he was face to face with a hand on each of her shoulders, "Because there are just some things you can't win against."

"DO YOU THINK I'M SOME KIND OF WEAK LITTLE GIRL?!" Neo yelled.

William gripped Neo's shoulders harder, "NO, it's because I'm afraid something might happen to you!"

Neo frowned. "WHY DO YOU EVEN CARE?!" She yelled shaking William loose.

"BECAUSE I CARE ABOUT YOU!" The wolf Faunus yelled back.

Both William and Neo were taken aback by the outcry. The two took a step back from each other looking away from each other. The two stood there for a few minutes not saying anything.

"Do…do you really care about me?" Neo shyly asked.

"Yes," William answered looking at his feet.

"William," Neo spoke softly lifting William's head to meet her gaze. "I need to see it in your eyes."

"Neo, I care about you." He softly told her not breaking eye contact. "A lot."

The moment Neo heard those words she hugged him as tightly as she could.

"What's this about?" William hugged back.

"Only two people have ever said anything like that to me. thank you."

William crooked his head as though he was looking at something tall or far away. "Hey Neo."

"Yes, William?"

"I know about this park near here if you want to go for a walk to work off all this food…" He said rubbing his belly. "…or do you just want me to take you home?"

"I like the park idea, let's do that." The triple colored girl smiled, not her typical confident smirk, but more a genuinely soft and gentle one.

William gently took Neo's hand and lead the way to the park.

"Oh wow!" Neo cried with joy seeing the entrance to the park lit up to bring out the beauty of the scenery. "William, how did you find out about this place?" She asked not looking away from the sight.

"I actually only found it last night."

Neo turned around. "Wait, is this the park where you were attacked?"

"Yeah."

"Why would you come to this of all places?"

"It is still a beautiful park." He shrugged off.

Neo still a little skeptical nodded.

The two continued in the park enjoying the beautiful scenes. They walked for about twenty minutes seeing a number of plants and decorative lights placed everywhere making the park all the more dazzling.

Upon coming to a small bridge crossing the narrow section of the lake the two stopped in the middle to observe the natural beauty of the lake enhanced by the decoratively placed lights.

Looking at Neo seeing her face light up at the sight something clicked inside William. "Neo, do you still want to know about me?"

Neo turning to him with a genuine smile on her face. "Do you really mean it?"

"I lost a bet."

Neo shifted her eyes away to the side. "Yeah, about that…I may have, and I mean may have, cheated." She ended with a cutesy smile.

"Your semblance?" He plainly guessed.

Neo nodded. "I can create images and project them onto other things." She explained as she made a nearby lamppost disappear into thin air. "The drawback is the images are as brittle as a glass window." She demonstrated by shattering the invisible screen with her parasol.

"You do know you could have probably gotten away without telling me, you know that, right?" William asked.

"Yeah, I just…I don't know…I didn't want to." Neo turned her head downward to avoid eye contact. Neo felt William might be angry with her deceit until he gently hugged her.

"Neo, it's okay, I'm not mad. But just out of curiosity how much of the burger did you actually eat?" He queried as he released his hug.

"I'd say maybe an eighth. Probably less." She chuckled.

"Hehehe. I should have known." William snorted.

After the two finished laughing at Neo's little trick they took a deep sigh catching their breath. "Tell you what Neo, why don't we just call the whole bet a tie."

Neo tilted her head like a little puppy. "And that would mean…" She led on.

"I'll tell you everything you want to know about me and do one thing you ask me to and you do two things I'll ask of you."

Neo put her finger to her chin. "hmmm, I guess that could work. But we can't use our favors to cancel each other out, okay?"

"Okay, but if I'm going to tell you my life story I think we might want to sit down, it's a little bit of a long story."

The two found a nearby bench to sit on that was fairly secluded and William began to tell Neo his origin story. He told her about his parents, living in Feign, how he discovered his semblance and became a Were-Grimm, and even how he met Ruby and the others and how he got out of the valley thanks to them, even if it wasn't exactly intentional.

William didn't entirely realize it, but he told Neo everything without hesitation as though it was normal, he felt sad remembering the more unpleasant part of his past, but through it all Neo's subtle gestures; holding his hand, leaning on him, a hand on the shoulder, it all helped him through it all.

Before he realized he had continued talking about recent events; team JPIT's attack on him, a brief recap of all his head-butting with general Ironwood, finishing with his outburst early that morning and how he planned on spending time in the Forever Falls Forest to try and find out what he wanted to do with his life.

"Wow, you were not kidding about it be a long story." Neo exhaled looking at her scroll seeing that they had been there for almost an hour and a half.

"Did I bore you?" He asked showing a particularly bad fake hurt expression.

"No, it's just going to take a while to process it all. Oh man, I've got to tell Perry, a Faunus I work with, he was hoping to retire in Feign someday. He's always saying that it'd be the perfect place to live. I have to remember to tell him Monday when I see him."

"You really should, a lot of people that move there usually regret it."

"But are you really going to go to the forest for the rest of the weekend?"

"Yeah, I guess."

"If you're doing it to figure out what you want to do with your life then why don't spend the weekend with me?"

William's right eye perked up. "And why would you suggest that?"

"I don't know, I just thought I'd be nice…. And maybe, just maybe, I'm a little lonely being by myself."

"You would definitely make better company than some random Grimm, albeit no less dangerous."

Neo giggled. "Just for that, you get the lumpy bed."

"that's fine by me, I've slept in a cave for a decade, I can handle a lumpy mattress."

"Hey, William."

"Yes, Neo?"

"I don't know how to say this, bu-"

"-Hey there pretty lady." A large stranger interrupted walking over with four others equally large individuals following him. None of them were as tall as Yatsuhashi, but they were all still towering compared to William and even more so to Neo.

"Well hello there, you're quite a little cutie. How about you ditch this loser and hang out with us?" another asked.

'Sorry guys, but me and my boyfriend here would like some time _alone_." Neo politely, for Neo, replied.

"Oh come on baby, don't be like that. We would like some _alone_ time too." A third one slurred. William didn't need to be a wolf Faunus to notice the overwhelming smell of alcohol on his breath.

William knew Neo couldn't do what she normally would do so he figured it was up to him. "Hey buddy, me and my girlfriend are trying to have a moment here." He stood up moving between them and Neo, trying not to blush saying Neo was his girlfriend.

"And what are you gonna do about it." The first one said pulling out a butterfly knife.

William reached forward grabbing the hand with the knife was in it with enough force that the man's hand could be audibly heard breaking.

"AAAAAAAAAAAAHHHHHHHH!" He screamed trying and failing to unhook William's grip.

"Now I'm only going to say this once," William said in a calm yet clearly serious manner as he pulled the man up to eye level. "Leave now or you will wish I stopped at breaking your bones."

Before he could answer the thug saw William's eyes glow a demonic red. "Hey man, we were just joking."

"You may want to invest in a new joke book." William mussed in a sinister voice matching his eyes and cold facial expression.

"Hey man, we'll leave you alone just let go of me." The hoodlum begged still trying to free himself from William's grip.

"I expect you to keep your word." William released the man's hand forcing him to drop to the ground cradling his crushed hand.

"Get him!" The man on the ground ordered the others.

The closest one charged first, William drew one of his collapsible chain knives ready for them.

"Just stay back Neo," William called out blocking the knife of the first assailant before parrying it out of his hand and punching him in the face with enough force to break his jaw and send him back several feet. Seeing this the other three charged him.

One pulled out a pipe concealed under his baggy clothing; as he swung it down from over his head William sliced it into six different pieces before the pipe got near his head. Looking down at the now few inches of pipe in his hand and then to William who smiled for a second before he struck him like his friend causing him to land right next to the other.

The remaining two split up; one wearing armor similar to a cross between Jaune and Cardin's rushed William brandishing a collapsible spike ball forcing William to dodge while the other drew a weapon that resembled a flaming branding iron made his way towards Neo.

"Don't go near her!" William roared trying to find an opening in the rapid and sporadic swings as the thug used its retractable chain to change the attack range. William could tell this guy was different from the others, he had received some kind of combat training.

"AAAAAAGGGGHHHHH!" The man who ran behind William screamed, both William and the thug he was fighting turned see Neo retract a blade from the man's throat causing him to drop to the ground floundering around coughing up blood. For several seconds he flopped on the ground gasping until he slowly began to move less and eventually he became completely still.

Looking up from the fresh corpse all eyes turned to the slight blood splattered Neo beaming a triumphant and sadistic smirk. Seeing her lick some blood from a section of her blade William's heart skipped a beat.

In that moment of fear Neo rushed past William sword drawn and before he could turn around she thrust her sword through the heart, and apparently cheap armor, of the mace wielder, killing him instantly before moving on to the others. William had every intention of harming them, but by no means did he desire to kill them.

The next few instances become something out of a horror movie.

Neo ran past the leader on the ground still cradling his hand going for the two William had sent flying. In several fluid and playful motions, Neo delivered a flurry of deep cuts, not fatal, but limiting to their range of movement and causing extreme pain. She continued cutting them acting almost like it was a game. The two had already been begging for their lives after the first few slices, but Neo never said a word and, even though he was looking at her from behind, William could tell she was wearing her signature smirk.

Seeming to quickly tire of her game she sliced both of their throats in one fell swoop and walked away as they fruitlessly tried to stop the bleeding before they also grew silent.

The leader slowly turned around still on his knees visibly shaking as the tiny terror slowly and triumphantly strutted towards him smirking, splattered with the other's blood.

"P-pl-please d-d-do-don't kill me." He stuttered, tears and snot rolling down his face.

Neo stopped a few feet in front of him and squat down meeting him on eye level. She gave him a big bright closed-eyed smile.

"Does that mean you'll let me go?" He asked with a gleam of hope in his eyes.

Neo's facial expression returned to her normal smirk as she made a 'tsk, tsk' gesture with her finger not making a sound before standing up readying her weapon again. But before she could even take another step forward William moved between her and the thug on the ground.

"Neo." He called moving in front of her. "You don't need to do this, let him go."

William's wolf ears visibly perked as he heard a metallic clink sound. Turning around William saw the hood standing up holding a gun which he cocked with his crushed hand. "You fuckers are gonna get it." He threatened; giving a full tooth grin until William almost instantly bit through the chamber of the gun causing the barrel to fall to the ground, leaving only the handle in his possession.

William quickly chewed and swallowed the now scrapped metal, "Listen, buddy, I'll say this just one more time; leave or choose between which of the two of us are going to kill you."

Not needing to be told twice he ran as fast as he could, leaving a small puddle where he had been standing, screaming like a little girl.

William calmed himself and his eyes returned to their normal purplish-blue. Turning his head, he saw Neo looking at him like a little kid who was caught with her hand in the cookie jar.

"Neo-"

"AAAAHHHH!" A woman screamed.

William realized Neo was covered in blood, they both were standing in the middle of four corpses and a man running from them screaming his head off.

"We've got to go!" William shouted grabbing and carrying her over his shoulder picking up to full running speed.

After running for several minutes it dawned on him that he was still running in the park. "Hey Neo, how big is this park?"

"How would I know?"

"Do you see a map or anything?"

Neo looked around. "um, over there." She pointed to a map stand.

Stopping in front of the map William set Neo down.

"Okay let see." William pondered dragging his finger across the map trying to see through all of the smudged fingerprints on the glass case. "We were next to the bridge and walked around here, and then we ran-"

"-you ran." Neo interrupted.

"Okay, _I_ ran this way and over there is the replica statue of the one at Beacon, so we should be here." He pointed to a location on the map just then realizing there was a 'you are here' sign on the opposite side of the park then the spot he was pointing to. "I mean we are here." He said correcting himself slightly embarrassed.

"Okay, so what now?"

"Well according to this map this park is over thirty square miles and apparently I can run about twelve miles in about ten minutes. Chances are the police aren't going to immediately search this far into the park, so we can probably take a break here." He sighed sitting down on a nearby park bench. "Come on take a load off." He said patting the bench.

Neo just walked in front of him. "William how can you be so calm?!"

"Isn't it a little odd that _you_ are asking me that?" Chuckled the wolf Faunus.

"William!" Neo's brows furled.

"I know, I know, it's just kind of weird you're the one nervous and I'm the calm one."

Neo was clearly nervous, even fearful. "Well excuse me, if my boss find's out who knows what she'll do to me."

"It's okay, I have an idea." He smiled taking out his scroll and selected a number from his contacts and placing it to his ear.

"Hello, professor Ozpin."

Neo's eyes went wide as dinner plates, just as she about to say something William put his finger to her lips and mouthed 'trust me.'

 _Yes, William, what can I do for you so late?_

"I've got some bad news, I was taking a walk in the park when I saw these five guys closing in on this young helpless little girl -Neo stuck out her tongue- and I could sense her fear. I told them to stop and they attacked me and…and well-"

 _-William._ Ozpin interrupted. _First is the young girl unharmed?_

"She was pretty shaken up and ran away before I could check. It didn't seem like any of them got a chance to harm her, though."

 _And what of you?_

"I'm fine."

*sound of him exhaling* _What happened to the assailants?_

William began to choke a little. "I-I don't know, one minute I was telling them to leave her alone and…and then the next I was standing in the middle of four corpses and there was this woman screaming and I… and… I ran." He pretended to nervously stutter, well enough to even impress Neo.

 _William calm down, where are you right now?_

"I don't know after that woman screamed I ran…and now I'm sort of lost."

 _I understand._

"Please don't tell general Ironwood about this. I know for a fact he'll use this as an excuse to throw me in jail, again."

 _I understand your situation; I will do what I can to keep your name out of this._

"Thank you, professor."

 _Now correct me if I am wrong, but aren't you supposed to be in the Forever Falls right now?_

"Ms. Goodwitch told you about that, huh?"

 _You will find there aren't many things that go on in my school without me knowing. Now returning to my question._

"Oh, I heard about a new burger place that serves burgers that are supposed to be big enough to fill even me up. I tried it, the food was good. I didn't care for the wait-staff though. After I ate I wanted to go for a walk to digest my meal before heading to the airship port."

 _You do know that airships routes that travel outside of the city of Vale stop running at nine._

"I actually did not. Although it doesn't really matter I suppose."

 _And why is that?_

"All I need to do is go to the edge of the city and, running at top speed in my Beowulf form, I could probably get there in about an hour or two. Provided I don't need to remain in Vale to answer questions about what happened."

 _No William, I do not believe that is necessary. You may continue with your plans, but please remember to show up for class on Monday._

"I will professor."

 _Oh and William…_

"Yes, professor?"

 _I hope you find the answers you are looking for._

"I hope so too and thank you."

 _You're welcome and goodnight William._

"Goodnight professor." He tapped on his scroll ending the call. "I guess that solves our problems." The Wolf Faunus breathed a sigh of relief.

"I can't believe you did that for me." She hugged. "That was one of the nicest things anyone has ever done for me."

William hugged her back and lowered his head next to her ear. "If you want to thank me you can tell me what all that was back there."

"Oh that, well…would you believe it's my time of the month?" She shrugged with a clearly phony smile.

"Neo."

"Alright, that's just what I'm like sometimes."

William gestured with his hands for her to elaborate.

"I don't really know myself, I've always been like that, it's not like I hate it or anything, I just like that sometimes, especially when I'm at work."

"Including the silent treatment and the smirk."

"Yeah pretty much." Neo shrugged before turning her head to the ground. "Were you…did I scare you? It's okay if you think I'm a monster, most people do."

"Neo I've spent the last decade trapped in a valley full of monsters, fought dozens of huntsmen hell-bent on killing me, fought Atlesian soldiers, mechanical and human alike, and am constantly bombarded by the worst horrors imaginable, I know what a monster is, and you are not a monster. Having said that, honestly, and I don't know how, but you were kind of adorable."

Neo's head popped up raising along with it one of her eyebrows. "Adorable?"

"I don't know how you do it, but somehow you can be cute even while covered in blood."

"You think so?"

"yeah, you are probably the only person who can look cute while pulling off the 'bloody psycho' look."

"Awww, that's so sweet." She gushed.

"Well as much as I'd like the park, I think we should probably get you cleaned up." He said taking off and handing his hoodie to Neo. "You may want to cover up a little until we can find a washroom or something." The wolf Faunus gestured to her bloody clothes.

"Probably a good idea." She said quickly putting on the hoodie making sure to put the hood up to try and hide the little bit of blood on the right side of her cheek.

The two locked arms and headed back to Neo's place.

"So, I'm your boyfriend now." William finally spoke up after a few minutes of walking.

"I…well…I just…" Neo stuttered. "I just said the first thing in my mind to get those guys to leave."

"So, do you not want me to be your boyfriend?" He jestingly pouted.

"I don't know, how do you feel about me being your girlfriend?" Neo nudged back.

William blushed. "I…I don't know, truth be told, you're the closest thing to a girlfriend I've ever had. The last time I told a girl I liked her she hit me with a rock."

"Let me guess, a girl in Feign from when you were a kid."

"Yeah, I know I said I like Faunus girls with tails, and I do, but I seem to have a habit of falling for human women. Huh, I wonder why?"

"Does that mean…you're falling for me?"

"Maybe. Are you falling for me?"

"well…I don't know…maybe. I honestly haven't had much luck in the relationship department either."

"What about this Roman guy?"

"That's…that's different he's more family than anything else. Truth be told, outside of Roman, I don't think I've ever gotten along with anyone as easily as I do with you. But I've never really been much for the whole dating scene. I don't even know what makes a couple a couple."

"Well how about this; Wednesday is the last day of classes, how about you and I go out on an official date. If we like it then we're boyfriend and girlfriend, officially, and we let things develop from there. If not, we go back to being the way we are now, sound fair?"

"Can we really do that?"

"Do you know any written rule that says we can't?"

"Do you know I have a habit of breaking rules?" She joked.

"Either way I think you just proved my argument," William smirked.

"Alright, then I guess Wednesday night is our first 'official' date. Where do you want to go?"

"I heard that new hero movie with the guy and shield was pretty good."

"I'd rather see the one about the mad birds."

William stopped and looked at Neo. "Really?" He asked eyebrow raised. "No, I'm just kidding, I'd rather see the one with the spirits possessing the kid."

"Okay, then I guess we'll grab lunch before going to the movies."

The two continued walking back to Neo's place. As they neared the end of park Neo popped into one of the restrooms and managed to get the blood off of her face, but not her clothes. She wasn't too worried, she had a blood removal laundry kit back at her apartment and it just so happened Sunday was laundry day. The two left arms locked and more than a little giddy thinking about their date Wednesday.

Walking up to Neo's door the two disengaged so that Neo could unlock the door.

"I guess we're here," William said as Neo opened her door.

"Wait, Will, there is something I've been meaning to ask you." The triple colored girl said somewhat nervously.

"Sure, what is it?"

"Did you really mean it?"

"Mean what?"

"What you said before… about me…. And when I'm like… _that_." She said about to start shaking until she felt William wrap his arms around her and bring her in for a hug.

"Neo, I meant every single word. You aren't a monster, believe me, I know monsters and you are not one." He reassured putting his right hand under her chin and raising it to meet her eye to eye while still hugging her with his left arm. "And I'll say it as many times as you want. You are NOT a monster; you are Neo, a very special person to me."

"William." She softly cried embracing him as fully as her body would allow.

"Neo." William softly replied.

Neither really thinking as they closed in and kissed.

Call it the heat of the moment, love, or call it puberty when the two sets of lips meet something was triggered within them. They felt new feelings welling up within them. In that single moment of heat, they both felt a warm intense heat flaring up. Neo guided William into her apartment, not breaking the kiss, and shut the door. It would be the longest night either had ever experienced and neither could have been happier. ;)

-meanwhile inside some secret base in an unknown location-

"How is he doing?" A tall, slender, pale woman with her hair wrapped in a towel on her head asked while lying on an overly large red couch with her eyes closed as she enjoyed the soft feeling of her custom pink bathrobe with a white flower pattern on the trim.

A green hooded figure emerged from a dimly lit hallway and plopped into an adjacent red lounge chair. "The doctor said he got a minor case of pneumonia." She answered in a somewhat mechanical feminine tone. "Since we caught it early he just needs to rest and take his meds and he'll be fine." She said with a sigh.

"That's good, we wouldn't want to lose such a rare ability if we can help it." The tall woman said with her eyes still closed.

"This is what that idiot gets for diving head first into freezing waters buck naked." The green hooded girl said trying to get comfortable in the red lounge chair.

"If I recall correctly, weren't _you_ the one he dived into the water to save after _you_ stole his clothes from the changing room?" The pale woman lightly chuckled.

"…"

"Let's change the topic." The woman suggested sitting up revealing her hazel eyes. "How is William progressing?"

The green hooded girl sunk as far into her chair as she could. "I'm not sure." She sighed. "He seems to be progressing, but not in a way we expected. Those people he hangs out with are making him more human than monster. I thought they were supposed to be making him crazy or something?"

"I never said that; I said they would be helpful in setting the stage for his final transformation."

"And when exactly is that?"

"Granted he has made some great progress, nonetheless at his current development I'd say it would probably take at least two or three years."

"Two or three YEARS? We don't have that kind of time."

"I am well aware of that." She calmly responded, expecting that reaction. "That is why I have taken measures to ensure a faster development. Which reminds me you are no longer under surveillance detail."

"What, why?"

"Do you remember what Mayil's semblance is?"

"She can place a glyph on someone to see and hear everything they do, right?" she asked receiving a simple nod. "I thought for sure she'd be busy trying to kill that Mercury guy, you know after he nearly bashed her head in with a rock."

"Believe me, it took quite a bit of convincing, but she has accepted her new role all the same."

"Wait does that mean you already knew about William's little outburst this morning?"

"Yes." She said calmly.

"Then why did you ask me?"

"I value your input."

"Oh, okay. By the way, I haven't actually seen her since lunch, where is she?"

"I think she is still in the bathroom."

"The bathroom? Is she sick too?"

"I'm not sure she said since William was going out of her range I ordered her to keep tabs on Blake Belladonna, I believe she will be useful to in the future. However, about an hour ago I saw her running into the bathroom trying to stop a nosebleed."

"A nosebleed?"

"Yes, however, I don't think she has left the bathroom yet and I keep hearing the occasional muffled sound coming from there, I do hope she's okay."

"You know that's kind of weird unless Blake and Yang are getting it on and -" The green hooded girl joked before going silent and sharing a look with the woman on the couch.

"Sooooooo who else did she mark?" The girl in the green hood questioned trying to change the subject.

"A few people actually…." The tall woman replied still blushing. "…all of who are very close to William, individuals he lets his guard down around. Additionally, I had her mark some guards at the prison to get Jasper's and Iris' cell number and daily schedule."

"Are you going to break them out and have them join us?"

"No, no I have something else planned for them."

"I guess I'll be handling that job then?"

"No, once our sick friend is better that will be his job."

"You do know he is still going to be out sick for at least week, right?"

"I am aware."

"Are you also aware William has been hanging out with one of Torchwick's lackeys?"

"You mean that Neo girl? I am well aware, just do nothing for now."

"WHAT!?" She yelled jumping out of her chair. "How can you say not to act? One of Cinder's forces is trying to seduce our target."

"First, she isn't trying to seduce him, in fact, Cinder hasn't contacted her about him at all and I should know I bugged Neo's scroll. Second I think it is more William is starting to fall for her."

"Isn't that just as bad?"

"No, it is actually a good thing. Having someone he cares about in that way may be enough to push him over the edge when the time comes." She calmly explained.

"Do we play matchmaker then?"

"No, just let nature take its course on this one. Best case scenario this all ends with us getting William and use Neo to topple Cinder. Worst case we get William much sooner than expected. Either way, we win. Speaking of which how is the Grimm weapon manufacturing going?"

The girl in the green hood plopped back into her chair and sighed. "About the same as last time, given the fact we have to continue to use up resources capturing enough Grimm we currently only have about twenty weapons on hand. Counting the prototypes in field testing and the one Ozpin has locked up, that's forty Grimm-weapons in total." She answered in a monotone manner.

"I see, how long till we can reach our quota?"

"Hard to say. With Mr. Pneumonia going to be out for a week, Mayil is on surveillance duty, and the four people we had on your 'special mission' are all comatose; that just leaves me to make the weapons and the twins and the new guy to collect the Grimm." She explained with another sigh. "By the way what kind of mission did you send those four on anyway?"

"None of your business." She half seriously teased. "That reminds me, I never did thank you for getting Vie Verte for me. Where ever did you find it?"

"Oh that, no problem, believe it or not, William's mother, Ms. Dawn, used to teach an intro class for beginner huntsmen and she would throw in a few botany lessons and I really took to it."

"How lucky I am to have you, not even the best minds in all of the four kingdoms have yet to artificially grow a Vie Verte and yet you have provided me with an entire fridge." She said in a cutesy voice.

"Well don't thank me too much, there isn't any more money in the budget to grow another batch for a while and I need at least another three months to make my special plant growth accelerator. It really pisses me off that if Feign hadn't treated her like crap, Ms. Dawn would have been a successful botanist. It was her ideas that I based the creation of my growth accelerator off of."

"You and William lived in the village around the same time. Do you think he still remembers you?"

"Maybe, I'm two years older than he is, but he definitely remembers my brother."

"The one who culled him?" She asked clearly already knowing the answer.

"Yeah, got to say though he might like what I did to my brother."

"You mean how you killed him." The tall woman said in morbidly cold manner.

A large grin quickly swept across the green hooded girl's face. "Oh yeah, there is always something special about your first actual direct kill, I mean granted I initially confronted my brother to stop him from burning the human half of Feign Village to the ground, but the second my knife connected with his flesh it all turned into a nirvana blood rain." She psychotically chuckled to herself as her grin morphed into a purely demented smile as her mental state began to visibly devolve into something far more dark and twisted.

Before the younger girl realized it, the older woman had rushed over to her, wrapped her arms around her, and was deeply hugging her. "It is okay." She said in a calming voice as the towel on her head let loose her long flowing white hair with light pink tips.

Seeing the older woman's hair fall back to its natural form with the ceiling light serving as the background the younger girl's facial expression changed to one of confusion as though she had been absent-minded for a moment only to be brought back to reality.

For a moment neither of them moved or said anything. To someone looking in the scene resembled that of a mother hugging her young child, only on a larger scale. The older woman was six foot eight inches standing flat footed and the younger girl only exemplified the parent-child comparison with her five-foot one-inch height in heels.

"Sorry about that Heather." The younger girl finally spoke up.

"It is alright my dear. You are my child after all, what kind of mother would I be if I let you slip back into that state."

"I know, it's just it happens so naturally and-" The young girl is cut off by a finger to her lips.

"It's okay, I know. I would never hold it against you, that is just who you are. However, I will scold you for one thing." She said raising her finger from the girl's lips joining it with the rest of her hand over her head as though she would smack the girl.

Naturally, the younger girl closed her eyes and flinched expecting that very thing, only to suddenly feel her hood being drawn back.

She opened her eyes to see Heather with a warm smile on her face. "I don't know why you insist on hiding your face, you are so cute, especially these ears." She said looking at the orange fox ears wiggling after being covered up for so long.

"Then again, I would have to say my favorite part of you would probably be this-" She said using one hand to completely remove the green hoodie and the other to gently grab a long orange fox tail rubbing it against her soft skin.

"Come on Heather, you know that's so embarrassing." The orange haired fox Faunus whimpered trying to keep her growing blush under control.

Heather released the young girl's tail and then cupped her face in between her hands so that the two were facing each other. "I'll only stop when you accept who you are. And even then, I probably won't really stop." She gave a telling smile.

"Oh, that reminds me, tomorrow I know you and our sick friend were planning to cause a little chaos to take back the sword, but since William is away from Beacon till Monday how about you come on an errand with me, I am going to see William for a 'tune-up', would you like to tag along?"

* * *

 **Well,** **things are starting to heat up. Three factions nearing war and William's smack dab in the middle. What comes next, you probably won't see coming.**


	10. Chapter 10: Every couple has its quirks

**Hey everyone. First I want to say that I am sorry for the previous chapter. I re-read the previous chapters for fact-checking purposes and realized I made soooo many mistakes, especially in chapter 9, oh man that was just… *facepalm*. It is amazing how much you can miss. I probably shouldn't have published it like that, but hey I'm learning and will take measures to prevent this kind of thing in the future. So feel free to go back, enjoy, maybe see if I missed anything. Some good news, after a LOT of writing and planning, and a crap ton of revision, I now know how this is all going to end (This fanfic, I still don't know how the world is going to end, wish I did, but I don't). I would also like to announce that there will be a sequel to this story, probably with a different name… or not, I haven't decided yet. Anyway, I will try to get the remainder of the chapters for this volume done before RWBY Vol.4 comes out Oct. 22, or at least during it. If I can help it. After that, I will take a break before working on the sequel. Of course, this is still subject to change because LIFE. That and I will probably be too busy re-watching the new episodes to do much else. XD. Also fair warning, I do describe a little of Neo and William's first night 'together together', but I leave most of it to your imagination. I swear this will be the closest I get to anything NSFW. So without further ado, please enjoy.**

* * *

Chapter 10: Every couple has its quirks

William was woken up by the snippets of sunlight beaming through the small gaps between the curtains.

As he sat up he glanced Neo sleeping next to him. seeing a strand of her, now completely messy, hair in her face he brushed it to the side almost losing himself in how cute Neo's sleeping face was.

William thought Neo was adorable, to begin with, but there was just something about her softened peaceful expression that really sold it. He also felt happy that this was a side, he imagined, not many people got to see her.

Looking at the clock on the wall it was eleven thirty. Feeling a little sore from the night before William decided he probably should take a shower. The drowsy wolf Faunus got up and walked towards the bathroom trying not to step on any of Neo's "toys", as she called them, that were scattered all over the floor.

William smirked a little at the new side of both him and Neo that was discovered. Although in retrospect that side of Neo wasn't exactly "new". Opening his backpack that somehow ended up moving across the room next to the bathroom door William got his spare outfit; a pair of blue jeans, a grey shirt with the Beacon crest on it, and a fresh pair of boxers. Given the events of the previous night, he felt it was probably best to get a fresh pair.

Placing his clothes in the sink William was about to jump into the shower when he noticed he was still wearing the black leather collar Neo placed on him last night. Stopping for a moment he gently chuckled at the tag designed like an ice cream cone with a scoop that displayed Neo's signature color pattern. _I wonder does everything she own have to be Neapolitan themed?_ He pondered to himself.

Going to removed it he hesitated for a moment, remembering Neo's instructions to never remove it. It puzzled the young man how she could have this kind of effect on him but managed to circumvent these thoughts with the fact water and leather don't mix well. So he removed it, and since he was now fully naked hopped into the shower.

 _That was one crazy night_. William thought to himself enjoying the steady flow of warm water from the shower. William had already known what sex was due to a discarded medical book he found as well as a few magazines he happened to find in an old mattress but had no inclining as to what it actually felt like. _I mean…wow, that was…I'm not sure what that was. I don't remember seeing anything like that in those magazines and why did I enjoy it so much?_ The Were-Grimm mentally pondered rubbing his still sore jaw, among a few other sore spots. _How does someone so small hit so hard?_ He thought reviewing the more _passionate_ moments, strangely his body, or at least one part, in particular, seemed to enjoy the recap, immensely.

William, after calming down, exited the shower and dried himself off. Looking in the mirror he sighed that his hair was still pink.

"If I can say one thing about Ren, he knows how to spot a quality hair dye." William half-joked and lamented to himself.

As he was getting dressed he noticed something on the edge of the sink he didn't notice before. It was a rubber duck with bright, long, orange hair, with long bangs covering its right eye, a black bowler hat with a red band on top of its head, a red-lined white suit, and a cane under its right wing.

"Huh, what a strange looking rubber duck." He said picking it up and examining it more thoroughly. Reading the bottom aloud, "Duck's Custom Rubber Ducks, make your friends into rubber duckies", before setting the strange effigy down and clasping his collar back in place. Though William himself didn't quite understand why he felt he should but did all the same.

Standing in front of the doorway William paused taking in the sight of Neo's sleeping form, with the blanket almost picturesquely wrapping around her breast and hips like she had posed in that position she looked truly gorgeous. Her soft features, creamy skin, a sweet peaceful sleeping smile, and she almost seemed to radiantly glow. Although William thought that last part might be all in his head.

William stood there for an unknown about of time simply taking in as much of her form as possible. However, William's heart sank like a stone as Neo rolled over revealing her back to him. There were several sets of claw marks up and down her back and a clearly defined bite mark on the back of her left collarbone. It was then that William remembered the latter part of their embrace; he had accidentally let control of his emotions lapse and partially transformed his limbs. He was so overcome by his lust and desire, giving into his more _aggressive_ side, he did not even realize he had hurt her.

"Neo I am so sorry" _._ He softly apologized while mentally berating himself. William gathered his clothes from the pile on the floor and stuffed them into his backpack. _This was a mistake, maybe I really am not meant to interact with people._

William felt as low as possible, he needed just one person, outside of Beacon, that believed that he wasn't a monster and the one person he found, he harmed. As William opened the door, contemplating if he should just disappear, he froze as he heard Neo stir.

"William?" Neo yawned rubbing her eyes.

"Um, Neo…um…you should um…" William pointed with his right hand while peeking through his fingers on his left hand.

Neo looked down seeing her chest was completely exposed.

"What? It's not like it's something you didn't see plenty of last night."

"Yeah, I guess you got me there," William admitted removing his hand from in front of his face and then using it to rub the back of his head. "And about last night…I'm sorry."

Neo's eyebrow shot up. "Sorry? Sorry for what?"

"I hurt you…I clawed up your back. I am so sorry." He said looking completely sincere.

"William…" she began getting up from the bed with the blanket wrapped around her like a toga, "believe it or not I actually enjoyed it."

"You what? You have claw marks down your back!" He tried stressing the point again.

Neo gave him a pan faced look. "You do remember I slapped you across the face a good number of times and then… there… was the… riding crop…" She said turning her head seeing the riding crop embedded perpendicular to the wall almost five feet off of the ground.

"When and how did that even happen?" William asked wondering how he didn't even notice that when he first got up.

"You know what, I actually don't remember. Everything after you went all… _Grimm_ is just a…a… warm fuzzy blank."

"Warm fuzzy blank?" William asked with an eyebrow raised.

"Not the best description, I know." William nodded. "Normally I prefer to be the dominant one, but after your eyes changed colors and you transformed you were…WOW…I mean just WOW! You were a beast!" Neo exclaimed with a clearly lustful gleam in her eyes.

"I swear I didn't mean to hurt you." The wolf Faunus said with a remorseful tone looking away.

"William," Neo said cupping his head between her hands so he would look directly at her. "I'm saying I liked it, I like it when you stop holding yourself back when you are just your unrestrained self. You are an amazing person, and I don't mean just in bed."

"You mean…"

"I like you when you are _you_." She finished letting go of his head and placing her hand on his chest.

"Neo I don't know what to say."

"How about you join me for a shower and then we can go for breakfast?"

"But I already took a shower," William answered not realizing what she meant until Neo gave a hint with her bedroom eyes. "Ooohhhh, I mean yes, I will join you."

"good boy." Neo praised patting him on the head before going to the dresser to grab some clothes.

*One steamy shower scene and one actual shower later*

"Hey, William...?" Neo asked drying herself off. Neo's bathroom was fairly small, but the two still managed, probably due to Neo's compact size.

"Yes, Neo?"

"Does being a Were-Grimm give you some kind of healing ability or something?"

"yes it does, why?"

"I was certain I left at least a _few_ marks on you last night."

"You did, but my body healed them." He explained putting down the toilet lid so he could sit down to put his socks on.

Neo slipped on her panties and had half fastened her bra. "I guess that makes sense, but then what about your scars?"

"My scars?"

"Yeah, the scar over your right eye and your left wolf ear."

"I got those before I became a Were-Grimm."

"So you can recover from having your arms chopped off and your organs being blown up, but you can't heal a scar over your eye or regrow half an ear because you got them before you got your powers?" she inquired putting on a pair of grey sweatpants.

"Yeah, never made much sense to me either, then again, I've never really been able to control my healing ability."

After slipping on a pink and brown t-shirt Neo turned her head giving William a raised eyebrow.

"it always just… _happened_. I've tried to control my healing ability, but it's always been determined by the situation."

"Situation?"

"Yeah, like with team JPIT I was able to completely regrow both arms almost instantly because I had three Ursai bearing down on me."

Neo giggled a little.

"What, what did I say?"

"You said _bear_ -ing." She giggled some more.

"Please don't start that. I already have one person who abuses me with puns, I don't need another."

"So you consider it _pun_ -ishment?"

William gave her a stern look. "Neo."

"Okay, okay." She reassured with her hands.

"Oh, after we go for breakfast do you mind helping me do laundry?"

"Sure, as long as you don't mind me throwing some of my clothes in with them."

"Okay, but just don't let me forget to keep my blood-soaked clothes separate."

"How could someone forget something like that?"

"You would be surprised, I once forgot to do it after a long day at the 'office' and just threw my bloodied jacket in with the rest of my clothes. I guess the blood was still wet and I ended up staining six of my favorite jackets."

William tried to muffle his laugh by covering his mouth with his hand.

"What? That's not funny, I'm not really a fan of red."

"I bet you wouldn't have cared so much had it been Neapolitan ice cream."

Neo's eyes lit up a little. "Well, I mean… that wouldn't really work the same…would it?" she murmured with a small droplet of drool coming off of the corner of her mouth.

"I don't think so, but I do know you would look cute in that or red."

"Aw, you." Neo blushed as she gently kissed him on the cheek before noticing William put the collar on himself again. This made Neo grin with a bizarre combination of sadistic pleasure and, somehow, affection.

Neo calmed herself a little. "You know you didn't have to put that back on, right?" she asked this time with just her default smirk.

"Well, I, uh, you said I couldn't. That it showed I'm yours and… that you care about me."

Neo just smirked. "I told you you would like it, didn't I?"

"That still counts as one thing, though." William huffed.

"You can't tell me you didn't like that."

"still counts, but if you ever want to do it again..." William visibly blushed. "…feel free to call me."

"Well if I ended up getting you hooked, I guess I can accept that..." She said exiting the bathroom fully dressed. "…my little pet." She cooed in a sultry and domineering voice that made William shiver with delight.

 _Why does that excite me?_ He mentally cried out, but still said nothing.

Seeing her "toys" scattered across the floor she was a little embarrassed. "Hey Will?"

"Yes, Neo?" He asked exiting the bathroom.

"Do you think you could help me clean up first?"

"Sure." He said bending down to pick up a pair of handcuffs.

The two quickly picked up Neo's scattered items, removed the riding crop from the wall, and placed them in her sink so she could clean them later.

"Shall we go?" William asked as he slid on his hat and sunglasses.

"We shall," Neo replied extending her bent elbow.

The two locked arms and exited Neo's hotel room and headed to the diner they went to the first time William slept over. They were even seated in the same booth. This time William made sure to order enough to fill him up, at least until dinner. While they were waiting for their food William and Neo chatted about various things, mainly about the questions Neo still had about his powers or backstory.

Much to William's surprise, Neo didn't give off any kind of fear or concern that he typically sensed when someone asked about his abilities. Granted he rarely went into this much detail with anyone outside of Ozpin, Ms. Goodwitch, Ruby, and the rest of that group. Even when he told Ruby and the others more than a few were either intimidated or just plain incredulous, with Ruby being the only exception, but not Neo.

"Will I've been meaning to ask you something."

"Just one thing?" He teased after having already answered a few of her questions.

"Okay, one more question. What type of wolf Faunus are you?"

"My type?"

"Yeah, a lot of Faunus are categorized based on their animal traits."

"Oh, that's what you meant, I'm a member of the Canis Lupis family."

"Wait, but aren't those grey wolves? Your hair is black. Is it because of your Grimm powers?"

"Did I ever tell you I love how you know so much about Faunus?" William softly laughed making Neo blush a little.

"Answer the question wolf boy." She insisted with a smirk.

"It isn't because of my Grimm power." William chuckled. "Grey wolves, and red wolves, can produce black wolves. melanistic color variants of wolf Faunus are due to a mutation that originates from a couple species of dog Faunus. This just means somewhere in my family tree is a dog Faunus or two." He chuckled.

"So wait, was your dad a red wolf or a gray wolf Faunus?"

"Grey wolf. Huh, I guess even if I wasn't a Were-Grimm I'd still be an oddball." He lightly chuckled to himself, though Neo could see there was a bit of remorse in his words.

"I don't think you're an oddball Will, it's just one more thing that makes you special." Neo conveyed with a genuine sincerity in her voice.

After a few moments, she noticed William staring at her. His expression wasn't distain or anything like that, he just seemed to be taking as much of Neo in with his eyes as he could.

"Will are you okay?" She asked somewhat sheepishly.

William didn't immediately reply. Whether it was his Grimm powers, his past, or his abnormal Faunus traits Neo didn't seem to be the least bit fearful or repulsed, he believed she truly saw him for who he was.

"I just think I might be falling for you." William finally answered not realizing what he was saying until it had already been said.

Neo and William blushed. "W…wh…what brought that on?" Neo stuttered out blushing furiously.

The disguised wolf Faunus lowered his sunglasses and gave her a loving kind look. "When most hear about what I am only a small number of people have ever treated me with anything other than fear and contempt," Neo smirked and William raised an eyebrow.

"It's funny." She lightly chuckled. "I was thinking the same about you."

"What do you mean?"

Neo's eyes lowered to her hands resting on the table. "Ever since I was a little girl I've always been like that and one-by-one the people I cared about just… _left_ me. By the time I realized people saw me like that I was already standing in front of the orphanage. I've always just…been like this. No one ever actually called me on it."

Neo looked up seeing William a with a thin smile on his face. "What?"

"Oh I'm sorry I was just imagining you as a little girl, you are adorable."

"William I'm being serious." Neo half serious, half blushing.

"I know, but what exactly did you do to be sent to an orphanage anyway?"

"It was either the time I broke my neighbor's thumbs…and his legs…and his arms… and I think I gave him a minor concussion…"

"You did all that to another kid?!"

"Oh no, my neighbor was in his thirties, I think. It was either that or any of a dozen other things." She half smirked concealing her more morbid tone. "Huh, it's so funny my Mom would always give me this… weird smile and pat me on the head whenever I did anything. She never once told me not to do anything, all she would do is smile and pat me on the head." Neo choked a little trying to get it to come out of her throat.

"Neo…"

"I'm okay." She tried to reassure as she wiped her eyes. "It's just… you and Roman are the only two people to have ever see me like that, and like this, and not…." She trailed off looking at her clenched fist.

"…Treated you like a monster." William finished.

"Yeah…"

"Neo, you aren't a monster." William calmly told her reaching across the table gently placing his hand on hers. "I think your one of the most wonderful people I have ever met."

Neo seemed to pause for a moment enjoying the feel of William's warm hands on hers.

Neo cocked her head up giving him a cute puppy-like expression. "Really?"

"Really." He smiled.

Neo beamed that genuine smile William had quickly fallen in love with. The two quickly lost themselves in the other's eyes as they began to close in for the kiss there was a sudden "thunk" as the waitress placed the platter of food on the table, not realizing she had just killed the mood. Neo and William had only just begun slowly leaning towards each other so to anyone who hadn't been watching them wouldn't have known what was transpiring. The two quickly drew back their hands and were sitting up straight as the waitress placed the plates in front of them. The two slightly blushed and then nodded at each other signaling they probably should eat their food.

William had ordered three stacks of pancakes with bananas, hash browns, biscuits, scrambled eggs, and a half dozen of the diner's famous ham biscuit sliders. Neo ordered the pancakes with a side of hash browns and toast. The two continued their conversation as they ate.

Much to William's surprise Neo and he had a lot in common in terms of upbringing including both of them growing up without a father. While Neo's mother wasn't exactly _ideal,_ the old woman who ran the orphanage was pretty nice, but because she was the only person to try and discipline she often rebelled against her for it. As Neo grew up she realized she did what she did because she cared.

After spending about three years in the orphanage Neo was eventually adopted by a seemingly nice couple who lived in a large house about ten hours away by car from the orphanage. However, soon afterward Neo found that they were anything but nice. At one point they taunted that they burned down the orphanage she had lived in. Neo yelled and screamed at them for it and then the man grabbed a bust from their mantel coming to strike her. It was that moment that she first wanted to kill someone, grabbing the nearest object she struck him. as luck would have it that object she grabbed was the parasol she would claim as her signature weapon.

Neo didn't know that the parasol had a sword in it and given their expression as the blade extended from the umbrella transforming it into an Estoc that pierced the man's arm, neither did they. Within moments Neo had killed them both, almost as easy as if they were ants under her thumb, feeling not much of anything in the way of regret.

She never did find out why they had a weaponized umbrella lying around, but didn't really care.

Realizing what she had done Neo gathered all the money, food, and whatever else she could think of that she would need and went to go back to the orphanage, after burying the bodies. She would spend the next two days walking to the orphanage only to find that what they had told her was true. Neo checked in the nearby town and found that the old woman had died in the fire with all of the children she had been caring for.

From that point, Neo wandered from town to town eventually earning a reputation for her natural skill, and sadistic nature, when it came to killing. Little by little people continued to hire her for different jobs. Ultimately she ended up working for Roman and by extension Cinder, although she didn't tell William about cinder. Neo still took pride in her craft…and she was fairly certain if she told him it would end with one of Cinder's fireballs that had her name on it.

The two finished eating, paid the checks, and left. For Neo it was the first time in she couldn't remember how long she had told someone about her past.

William could tell that she left a few things out, but knew that what she did tell him was the truth, he felt her shifting back and forth between anger, sadness, and relief through her entire story. He took this as good enough given the nature of Neo's work. William also knew what it was like to reveal everything to someone like that and that it could leave a person feeling a little fragile. William wasn't as good at the subtle stuff as Neo, but he tried his best. He wrapped his arm around her shoulder bringing her close to him.

"Neo for what it's worth, I think you are a really great person." He told her in a soft calm voice.

To most, this wouldn't mean much, but to Neo, it was something she didn't even realize she needed to hear.

The two continued to walk back to Neo's apartment not saying anything just enjoying the warmth of the other. Despite it being only two thirty it was still Fall in Vale and that meant it was getting cold. The two were fortunate that the sun was unobstructed and there was only a cool breeze, perfect weather to walk close together with someone.

The two made it to Neo's apartment and began gathering their clothes to do laundry. William noticed Neo opening her pink, white, and brown suitcase in the corner of the room and taking out a large ziplock baggy containing a bottle that read club soda, two of those little lemon-shaped juice containers, a small box of baking soda, what looked like a bottle of some kind of seasoning, toothpaste, and a stain stick.

"what's that?" William asked.

"It's my blood cleanup kit."

"Why is there toothpaste in it?"

"Toothpaste is great for pretreating dried blood especially with a meat tenderizer follow-up after a cold wash." She said confident in her knowledge of cleaning up blood stains.

"just out of curiosity, how many times have you had to clean blood out of your outfits?"

Neo gave a blank look before counting on her fingers. "about twenty times, I think." She answered after finishing her mental tally.

"Have you ever thought you may want to just invest in a liquid repellant fabric?"

"That's a thing?"

"Yeah, I learned about them when I was talking with one of my professors about my Huntsmen outfit."

"I'll look into that."

"When I get back to Beacon I'll text you the name of a company that does custom orders."

"Thanks Will. Oh…and, um, Will…I need you to not mention me to anyone at Beacon, okay? I know I should have probably said something earlier."

William knew about Neo's situation and that if it was ever found out that he concealed information about her he would be in a LOT of trouble. Given Ironwood's fondness for the Faunus, he would probably end up in front of a firing squad. However, he also cared deeply about Neo.

"I haven't actually told anyone about you yet. As long as you don't get caught I know nothing, but should we ever end up facing each other I won't hold back. I will apprehend you."

Neo turned and looked at him with her signature smirk "That's only if you think you can beat me." She lightly taunted before standing on her tippy toes to kiss him on the lips.

The two finished gathering their dirty clothes and made their way to the laundromat at the back of the hotel. It was an average size laundromat; double stacked washers on the outer walls and two rows of dryers back-to-back in the middle of the room, a row of chairs at the front of the room broken by the entrance, two vending machines to the front right, and a small bulletin board on front left of the room. As luck would have it there was no one there so they had the room to themselves.

William sorted the lights from the darks as Neo began rubbing toothpaste on the blood spots on her jacket making a visible effort to really rub the toothpaste into the stains as hard as she could. After emptying half of the tube, Neo put her jacket in a separate washing machine on cold. William put the whites and colored clothes in separate machines, added the detergent, and closed the lids.

"Neo do you have any change? I don't have any."

"Don't worry about it, this is on me," Neo replied handing William a stack of coins.

William inserted the coins and started the machines. "so what do we do while we wait?" He asked.

"Have you ever played Ninja Showdown?"

"What's that?"

"A game you can play with other people on your scroll."

"You can play games on scrolls?" William asked completely shocked only to then remember he saw one of Ironwood's soldiers playing a game on their scroll when he snuck into Vale the night before last.

"Yes, you can." She answered with a giggle. "Now let me help you get set up," Neo said moving next to William helping him download the app and then explaining the basic controls.

Once set up the two commenced. Not surprisingly though, William lost fairly easily. He could make a first time player look good by comparison. Most kids his age have at least played one video game, not in an arcade, before, but not William. Things like video games and electronic toys were not readily available outside of the four kingdoms, and even in a place like Feign they were still an expensive good. The kind a single working mother would have had to save up for months to buy. None the less the two continued; William getting a little better each time and Neo enjoying winning and the expression William made when he lost.

After about twenty minutes, and many, many one-sided victories by Neo, an unusually tall woman with long white hair down to her waist with light pink tips walked in. Neo and William looked up to see the new patron to the laundry mat. Before William could even take her in fully, his scroll buzzed signaling that he had lost.

"Neo!?"

"What? You didn't say time-out." She smiled making her cutest face.

"I'm sorry did I cost you a game?" The tall woman asked in a soft polite voice.

She was wearing a plain pink short-sleeve shirt that stopped just above her belly button that more than accentuated her ample womanly assets and a pair of jean shorts that showed off her long slender alabaster legs leading to her almost porcelain sandal covered feet. To say the least, she was very beautiful, even William was almost beguiled by her.

Seeing William start to stare she gave him a helpful _nudge_ in the ribs. "Not really, he was about to lose anyway." Neo inputted earning a look from the Wolf Faunus next to her.

"Either way I am very sorry. My name is Heather by the way." The woman introduced extending her hand not holding her laundry basket.

"I'm William, nice to meet you." He shook.

"And I'm Neo."

"A pleasure to meet you both. By the way are you, perhaps, the ones staying in apartment number 105?" She asked moving over to a washer and dropping her load into it.

William and Neo gave each other a look and then blushed. "I'll take that as a yes then?" Heather smirked turning on the machine.

"Well… we um…. did we disturb you?" Neo finally managed to get out.

"I believe everyone on that side of the hotel heard your late night… _rendezvous_." She smirked.

The two lowered their heads trying to conceal the blush spreading across their faces like wildfire.

"It's okay you two, I know what it's like to be young and in love." She smiled.

"LLL-LLL-LLOOOOOVVVVEEE!" The two shouted with both of their faces as red as Ruby's cape.

"hehe heh. You two are such a cute couple."

"We haven't even had an official date yet." William blurted out not thinking.

"Oh my!" She said placing her palm over her mouth. "Kids these days are so forward."

Neo gave him a 'good going' look. "What my friend here means is that we have hung out before and we get along, pretty well I might note, but we haven't made it 'official' yet and actually have scheduled our first real date for Wednesday," Neo explained regaining some of her composure.

"We aren't like that." The short girl quickly defended.

"…And what would you call last night?" She asked with an eyebrow raised.

Neo's blush returned with vengeance. "That…that was….um…" Neo stammered trying to find the words.

"-Last night was a moment of love between two people who for the first time in a long time found someone who sees them for who they really are," William spoke up again not thinking. Thankfully he did manage to say something right.

"Awww Will that's so sweet." The triple colored girl crooned hugging him around the neck and planted a kiss on his cheek.

"I think it is sweet too." Heather softly spoke as she drew near them and in an instant before either William or Neo could respond she was hugging them with her head between the two of them. "I hope your love continues to grow…especially as you become the tools I need." She whispered as a flash of white light enveloped the three.

William snorted himself awake. He looked around and found himself sitting in one of the chairs in the laundromat with Neo leaning on his left shoulder.

"Neo wake up." The wolf Faunus lightly shook.

"Huh, what?" Neo blinked still half asleep.

"How long have we been asleep?" William asked standing up looking out the window to see the sun had since set."

"It's five-thirty." the triple colored girl alerted him looking at her scroll.

"We must have been more tired than we thought." William reasoned.

"That or me beating you over and over again got boring," Neo said holding up her scroll showing him the score of fifty-nine to zero.

"Well, either way, let's get the laundry done."

"Yeah." Neo shrugged. "It is still weird that we fell asleep for three hours out of the blue like that. We must have been more tired than we thought."

"I feel like we're forgetting something." William pondered aloud scratching his head.

"Really? I can't think of anything." Neo shrugged again.

"Hmmm, maybe I'm just imagining things."

"Possibly." Neo answered checking on her bloody jacket. "looks like I need to use the meat tenderizer." she said to herself.

"Well, I guess if I don't remember it must not be _that_ important." William thought aloud.

The two finished their laundry, folded it, took it back to Neo's apartment, and then when about small activities while watching TV and chatting. Both William and Neo needed to clean their weapons so they swapped cleaning tips. This particularly helped William as he wasn't sure the proper way to clean his knives due to their unique design.

Somehow afterwards Neo persuaded William to give her a massage, though he wasn't sure how. Much to both their surprise William's strong hands coupled with his knowledge of human anatomy proved to be very effective. Between Neo mewling in pleasure with each stroke of William's hands and him lovingly tracing Neo's figure committing every curve to memory it was a very… _applicable_ proposition for them both. Though nothing happened beyond that, not that either really complained.

After her massage Neo looked at the clock noticing it was seven-thirty. The two decided to head back to the diner for dinner. As a way of saying thanks for doing a good job for the massage Neo said it was her treat.

William didn't complain.

For the most part, it was an enjoyable evening with the two lightly chatting about various things; fine-tuning the details of their first "official" date, who was going to win the Vytal Festival, and a couple of other things. As they talked something caught William's attention, when he was talking about his team he felt a slight twinge of concern from Neo, especially when he was describing his team, particularly Yang. However, for some reason, it vanished in an instant. Not sure what had transpired William just chalked it up as his imagination, this did happen from time to time. What he did not know was that Neo saw it in his eyes that she had raised a flag with the Were-Grimm, but was able to conceal it. Her years as a professional killer and her own natural abilities had given her a means of controlling her emotions, at least enough not to immediately tip off William, she hoped. It wasn't until William was distracted by his meal that she could even allow her to feel relief and stop trying to forcefully control herself.

William had told Neo about Ruby and the other's last night in the park, but she never quite made the connection. There are more than a few Ruby's out there. Though, in retrospect she came to the realization that there probably aren't a lot of gun-scythe welding, red hood wearing Ruby's out there.

The two finished dinner in relative silence, though William realized something was troubling her when she decided to pass on dessert and went to pay the check by herself.

"Neo, are you okay?" William asked as they exited the diner.

"Why do you ask?"

"Because you passed up on dessert."

Neo began to feel a little nervous behind her signature smirk. "Oh, I just didn't like what they had."

"Really? You don't like Neapolitan ice cream sundaes?" He asked with a raised eyebrow.

"Well uh-"

"Neo, I can tell something is bugging you, even if you are trying to control your emotions around me." Neo looked up at William looking like a deer in headlights.

Neo looked up at William looking like a deer in headlights.

"…"

"Neo, you can tell me. I might be able to help."

"You can't." Neo murmured looking away.

"Yes I can, you just have to tell me."

"I can't!" She shouted, not turning her head.

"Why!?"

"Because your part of the team that locked up Roman!" She blurted out turning her head showing William a pair of very angry, teary heterochromatic eyes.

The two just stared at one another completely stunned before Neo just ran away. After a moment to process, William recovered from his vacancy and gave chase to her.

William chased Neo to the park they went to last night. As they crossed the bridge William saw the opportunity and tackled Neo knocking her to the ground, pinning her down.

"Your friend is Roman _Torchwick_?" He asked devoid of any readable emotion looking her in the eyes.

Neo didn't immediately respond. She was trying to restrain herself, she knew her mission could hinge on this, but she could barely contain herself. The man she just spent the last day with was part of the team that had her only other friend locked away. She knew all she had to do was either walk away, she could escape Will with only some minor difficulty, or she could just silence him.

Instead, the dam finally burst.

"Yeah, he is." She said tears rolling down her eyes. "One of the few people who ever gave a damn about me and your team locked him up!" She sobbed.

William got off of Neo and stood up. "Neo…." He tried to reach out his hand to her only for her to swat it away.

"Don't touch me!" She yelled getting to her knees. "I…I…I just want him back!" she wept as she remained kneeling.

"Neo he committed a crime, and not just a little crime like robbery, he let a flood of Grimm into the city. Dozens of people were killed and even more were injured." He pleaded trying to get her to see his reason.

"So he is just supposed to be locked away and that's all there is to it?!" She screamed. "Then why haven't they locked you up yet? Huh, _you're_ a monster, _you're_ a danger to the city, WHY haven't they locked you up?" The triple colored girl screamed looking up to see tears rolling down William's cheeks, instantly regretting what she had just said.

"Neo…of all the people I've met, you were the one person I thought would never say that…" He exhaled with a cold breath. "I'm just going to leave."

"Will," Neo stated standing up. "I can't let you leave; you know too much." She whimpered as she brandished her weapon.

William stopped. "Neo, you know you can't beat-" He turned seeing Neo looking up at him with her psychopathic smirk and her Estoc piercing his chest.

William looked down examining the blade embedded in his heart and then back to Neo with his right eye turning blood red. "So this is how it is going to be." He said in a cold voice.

Neo was initially confused about his eye until she remembered what William had told her. Albeit a second too late. Before she could even take a step back she felt a hard sharp blow to her ribs smashing her into a tree ten feet behind her leaving a small crater in the bark.

As Neo struggled to her feet before she stopped. She felt a chill run down her spine she hadn't felt since the first time she saw Cinder angry. Looking up she saw William taking on a half-transformed state.

His arms and everything below the waist had morphed to that of a Beowulf's. He now stood about six foot five-six foot six. His fur had a metallic gleam to it as though each strand of hair was a black-dyed steel fiber. His torso slightly stretched out, both the pupils of his eyes were a dark crimson but were still human in appearance.

His wolf ears became exaggerated stretched upward and he now possessed a bushy wolf's tail that lifted up the back of his shirt. It wasn't immediately noticeable at night, but Neo's eyes noticed that his fur and clothing concealed incredibly dense muscles, no doubt strong enough to put even the most powerful of Alphas to shame accompanied with bone protrusions resembled darkish grey wrought iron as opposed to the usual white bone.

All and all his appearance as a whole was intimidating enough to nearly cow even the infamous silent sadist Neopolitan. She saw his partial transformation before, but this…this was different.

Before she even had time to respond William disappeared from her vision. Out of instinct, Neo rolled to the side as William's strike hit the ground splitting the tree behind her in half down the middle. If not for her skills honed through a lifetime of fighting and killing Neo's life would have ended, right then and there.

Her experience also allowed her to regain her composure and begin her counterattack.

William charged at her only to be stopped as Neo's umbrella burst open stopping his claw in mid-strike. Swiping the umbrella away Neo appeared to vanish. In that instant William jumped back, just barely avoiding a graze from Neo's thrust from above with her concealed sword.

She used the opened umbrella to distract him while she jumped into the tree next to them to strike from above.

Her plan was almost perfect, except for two things; William dodging and her getting her blade stuck in one of the tree's roots.

As Neo tried to pry her sword free William swung at her with full force only for her to shatter like glass.

Suddenly the Were-Grimm saw a blade exiting his flesh where his liver would be. Grasping the blade with both hands William jumped back ramming Neo into another tree leaving another crater mark similar to the first.

Not letting Neo rest William began to twist and turn his body swinging Neo violently in the process before sending her flying through a nearby wooden park bench before delivering a volley of brutal punches.

If not for her finely-tuned aura skills each individual blow would have shattered her small frame into pieces.

Despite this, the small assassin felt each blow in full force. Each strike was heavy and forceful but also calculated. She had used her blade to similarly weaken a stronger opponent by injuring their shoulder, elbow, midsection to limit their attack capabilities. The only difference was William added the hips in for good measure.

If she didn't act she would be in trouble.

As William drew back his right hand for the finishing blow Neo acted. Hooking her leg on William's left arm Neo propelled herself to land a powerful kick to the Were-Grimm's throat forcing him to stumble backward.

Neo continued her assault, not letting William regain his equilibrium. In a rhythmic display, Neo unleashed a ballet of kicks, slashes, and stabs all seeming to either heal the second her blade ceased contact with his flesh or to do nothing at all. This just added on to the fact that William's thick musculature made it feel like her blade was colliding with concrete, she could still cut concrete, but it's still more difficult to cut than normal flesh. Even with aura.

If not for the fact his pressure points and nerve clusters were just as easy to harm as a normal human's, she probably wouldn't be able to do any damage at all. Neo realized this was serious, serious enough not to be smirking, but rather it meant going all out in an attempt to end this, as fast as she could.

She had always liked a challenge when it came to the people she killed, something to make their deaths more amusing, but this was something entirely different. Seeing the half-transformed Grimm continue to stand and move after every lethal strike as though it was nothing at all was something out of a monster movie.

Even though Neo had since hit her stride in a long chain of implacable attacks spanning several moments William continued to remain on his feet and was beginning to regain his balance and adapt his body to the precision strikes that they became less effective enough for him to attempt to swing at her. While on the other hand Neo was not suited for this kind of fight. In truth, most of her fights only took as long as they did because she took the time to toy with her victims, very rarely did she ever have to fight a long battle. Her efficiency made her often one-shot most of her victims if she had a schedule to keep. This gave her great efficiency for covert ops, but not a lot of stamina for a long drawn-out battle. At least not without backup like Roman.

She also knew one good blow from him would probably be the end of her and she had to make sure it didn't come to that. She had struck, sliced, and stabbed every vital spot on William's body a dozen times each, at least, but there wasn't a drop of blood or a scratch to show for her effort.

Realizing her only option was to continue her strikes until she was able to find an escape route, abandoning all hopes of killing him, in a fluid acrobatic backflip Neo jumped back connecting another kick to William's chin before going into a full thrust to the heart on the landing. She had noticed stabs through the heart caused him to stall longer than any other vital strike, this would give her enough of an opening to escape.

However, as the blade was about to pierce his chest for the umpteenth time that night it was deflected and bounced off. Before she could respond William grabbed her by the throat and with all his strength slammed her head into a tree splintering it on impact.

 _That wasn't just some tough skin, that … that was aura._ Neo thought to herself still concussed from the strike.

 _I thought he couldn't use his Grimm powers and aura at the same time._

Before Neo could contemplate things any further William hurled her through yet another couple trees only to stop after shattering a large rock. For Neo this was something she never saw coming, _yeah Will's a Were-Grimm, so what he can still be killed like everyone else,_ she once told herself. Now she realized just how much a difference his biology made in both vitality as well as brute strength as she lay there with her body in too much pain to even move.

When she hit the rock, she had felt her aura become completely depleted, William could confirm as he saw a sheen of light pink energy pass over her signaling her now completely vulnerability to physical attacks.

William slowly approached her cautiously, waiting for any sign of a potential counter from the short killer.

As much as Neo wished to give him the counter-attack he was expecting she couldn't move a muscle. Neo had always accepted that she might die, but nothing like this. Nonetheless, as William began to close in on her, assessing that she was unlikely to attack him, Neo closed her eyes.

For all her resolve, the countless people she'd killed in her life, she had finally met her match. As her consciousness began to fade she thought the last thing to cross her mind would be apologizing to Roman for not being able to free him, yet all she could see were the moments she spent with William flashing before her eyes.

 _For what it's worth Will, I love you_. She thought with the last of her strength before her consciousness faded.

Neo slowly woke up, trying to move only to stop when her body began to ache in agonizing pain. Recoiling from the pain she settled on just moving her head instead of her body. Looking around she realized she was back in her apartment, in her bed. It was then she noticed the sound of someone crying.

 _Who would be cry-…Will_. Neo mentally realized.

Just moving her eyes Neo saw at the bottom left corner of her bed was William sitting on the edge with his head lowered crying his eyes out into his hands. Neo honestly had no idea of what was going on. As she remembered it, the two of them just tried to kill each other. So why was she still alive and why was he crying?

In her life, Neo had witnessed many strange things, but this left her dumbfounded.

Neo lay there for what felt like several minutes until her body stopped ringing in pain. Moving ever so slightly she tested her limbs making sure she could safely move them. First one finger, then another and another, then moving onto her hand and then to an arm and so on. After that she slightly sat up, making sure to check on William, who seemed to not even notice her.

When she fully sat up she saw her parasol resting on the bottom corner of the bed opposite William. Seeing this Neo managed to user her semblance to create a false image between her and William of her still unconscious on the bed.

With some discomfort from her still tender body, she managed to get on all fours and began to slowly crawl towards her weapon. Neo had to make sure not to make a sound or disturb the bed less she alert William. She didn't know why he didn't kill her, but she wasn't going to give him a chance to finish the job. She knew, even if it was a surprise attack, she had no way of beating William. Her bruised ribs were a clear testament to that fact, but she still needed her weapon. It could serve to help her escape or at the very least help her walk.

It wasn't the best plan she had ever had, but it was still better than nothing.

Even though she had only been awake for a few minutes, for Neo it felt like a lifetime was passing her by. Neo wasn't the type to scare easily, but when someone showed they were stronger than her she knew her only way to survive was to escape after doing everything she could to not make a sound as she crawled across the bed. She had adjusted to the limitations of her body in her current state. She could grab her parasol and dash out the door in one fell swoop.

With a look, she confirmed that the door wasn't locked. In her current condition, she could grab her parasol and be out the door in under fifteen seconds, with William crying he probably wouldn't notice until the door was open. The hardest part was controlling her breathing. She knew how to control her breathing, under normal condition, but her bruised ribs and the fact there was the same Grimm hybrid within swinging distance from her made things a little more difficult.

Just as she was only a stretched arm's length away she noticed the room going quiet. Turning her head, she saw William still slumped over, but he had stopped weeping. Her semblance allowed her to create false images that functioned similarly to a two-way mirror, she could see him, but all he should be able to see is the image she created. As he lifted his head he looked at the false image of the unconscious Neo. It was then that Neo saw William's eyes were red and puffy, as if he had been crying for hours.

 _How long was I out…how long was… was he crying?_ Neo wondered to herself, not able to clearly see the clock from her angle.

Neo's eyes went wide as William slide along the bed towards her illusion self. As he extended his hand to touch her false-self Neo's heart was about to jump out of her chest.

Though for some reason, William suddenly stopped himself, like he couldn't bring himself to let himself touch 'her'. Though confused by this, Neo wasn't going to complain. She watched William return to his previous position. The whole situation did nothing but vex the triple colored girl.

Just as she was about to finally grab her weapon and then to run for her life, Neo's focused had shifted and didn't notice William laying down backwards. Before she could even respond the back of William's head shattered her illusion and landing right under her, he was now looking up at her directly in the eye.

The two didn't immediately move as neither knew how to respond to the situation or each other.

"Soooo, feeling better?" William asked not knowing what to say still lying down with Neo over him.

"…um…yeah…" Neo replied awkwardly.

William smiled slightly. "That's good. How are the bandages? They're not too tight are they?"

Neo looked confused before she looked down to examine her arms and then the rest of her body. She was wearing just her underwear, but what she noticed was that her arms, legs, and most of her torso were bandaged and treated.

"Did…did you treat my wounds?" The triple colored assassin asked completely confused.

"Yeah, I picked up how to do first aid when I was trapped in the valley. Oh, I hope you don't mind, but I had to use up all of the bandages in your first aid kit." He explained in a casual manner.

"That's okay." She replied still unsure of what THIS was. Though, Neo was genuinely impressed with his work. It wasn't anything like a professional paramedic or anything of that level, but she had seen far worse done given the situation. She had been so focused on getting a way she hadn't even noticed that she was bandaged…or half naked.

"Neo?" William asked snapping Neo out of her thoughts.

"Oh...um...yes?"

"I'm…I'm sorry." He said leaning up and sitting on the edge like he was before.

Neo had no idea as to how to reply. Her mind was completely blank, not once in her life had she ever had someone she'd tried to kill apologize to _her_. Granted, a lot did apologize _before_ she killed them, but nothing like this.

"I think I get where you were coming from Neo…" He continued. "The reason I was upset is because Ruby and the others are to me what Roman is to you. They freed me from the Valley of Grimm and were the first people in I can't remember how long to treat me like an actual person. I already knew what you are doing isn't legal, but I never imagined it would be something like… _this_. I…I don't even know what to think. I could have killed you; it's something I've done more times than I can count, but when I saw you lying on the ground unconscious I…I just couldn't do it. I just couldn't do it."

The two grew quiet, neither of them even moved from their spot. Though only a few minutes had actually passed, for the two it was as if they'd been sitting there quietly for a week.

Suddenly Neo crawled over and sat next to William placing her hand on his shoulder. For whatever reason, she did not feel the same fear towards the Were-Grimm she had had only moments ago. No, what she felt now was kind of new to her…it was something _else,_ though it still felt incredibly awkward. It was like her body moved on its own despite her mind screaming to run.

"Will… I understand how you feel and I guess I let my emotions get the better of me this time." She said rubbing his shoulder. "I don't even know what to say to you…" She said lowering her head.

"you love me?"

Neo's head quickly shot up. "What?"

"After I tossed you through that rock, the last thing you said was that you loved me."

With her eyes so wide they looked like they would pop out and her face turning a darker shade of red by the second Neo was completely embarrassed by the fact that, what she believed was her last thought in this world, was said out loud to the man she believed would be the end of her.

"I…I…"

"is it true?"

Neo went quiet again.

"Because I think I love you too," William spoke softly. "I don't think I've ever felt this way about…anyone. I know I shouldn't, but…I just...I just do." His voice seemed to shake, but at the same time felt sincere to Neo.

"Will, I don't know why I said that, but when I thought you were about to kill me…the only thing I could think about was the time we spent together, I don't know why." she said with a small smile, though she wasn't sure why. What she felt was the wedlock of awkwardness and sadness raised by confusion and… joy?

"So we both have a reason to fight each other and we both have a reason to love each other, but no idea why. Huh." He chuckled. "I don't kno-"

Neo suddenly turned William's head and kissed him. neither knew why, nor did either really care. They allowed themselves to become lost in the moment. It wasn't a kiss engulfed in passion or anything like that, nor was it meant to be, it was simple and sweet like that of two lovers to just tell the other 'I love you' and neither one wanting to let it end.

The two eventually, and reluctantly, disengaged to catch their breath.

"Well… that was a thing…" William said bluntly.

Neo began to giggle. "Yeah."

"Hey Neo, I think I'd like to use one of the favors you owe me."

"Yeah, and what exactly do you want?" she asked still not sure why either of them was grinning.

"I'd like you to accept another bet; if your group succeeds I'll join you, but if we capture you and/or your boss, you join us. And we can't let it interfere with our relationship either way or until then."

"What?" Neo laughed in disbelief. "You do know it doesn't just work like that, right?"

"Neo, between the two of use, what actually do we do or have done is how things typically work?"

"true."

"So what do you say? Want to give this whole relationship thing another go?"

Neo hesitated for a moment, but when she saw that look in William's eyes, "yes", was all she could see.

William looked at Neo, both of them mirror the other's smirk before another gentle kiss.

"Well if we are really doing this, you still can't tell anyone from Beacon about me and I won't tell my boss or coworkers about you, deal?" She explained as she extended her hand.

The wolf Faunus shook her hand. "Deal."

"By the way Will since it's already so late, why don't you stay the night," Neo asked somehow accepting of the situation and feeling completely relieved.

"Sounds pretty good to me, I really don't feel like walking back to Beacon, but are you going to be okay, I mean you're covered with wounds? Won't your coworkers be suspicious."

"I'll be okay. A little application of my semblance", a glass-like substance appeared coating her body, bending and fitting to every curve of her body, "…And I'm good as new", she said as the bandages disappeared into the image of normal skin.

"You have an awesome semblance; you know that right?" William teased.

"Yeah, I know, it comes with being so grrreeeaaatttttt." Neo yawned. "Oh, sorry, I guess it's time for bed."

"Seems like that. Mind if I… well if I can…"

"Will, do you want to share a bed with me? Possibly to feel up your cherished maiden?" The short girl teased.

"It's more like sleeping with the perfect cuddly, cute teddy bear." He teased back.

"Alright, but just because you called me cute, but just so we're clear, I am not cuddly." She huffed.

"You can be when you want to."

"Just get into the bed wolf boy." Neo smiled.

"Now who's trying to whom into bed."

"I can still change my mind; you know that right?"

"yeah I know, I know. I just wanted to see that cute face before I went to bed."

"whatever Casanova," Neo smirked as she and William climbed under the covers and Neo crawled into his arms. William being careful to mind her injuries.

"good night Neo." William softly whispered.

"Goodnight Will." She tenderly answered closing her eyes.

The two had been through so much, and they hadn't even had their first date. Two lovers on opposite sides bound to collide in a confrontation fated to change the world forever, but for now, it did not matter. For now, there was only the comfort of the others body and the warmth of their hearts. All else can wait for tomorrow.

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 **Well… that was an ending… I had to say that. This one gave me some trouble, truth be told I have rewritten it three times already, each time being completely different from the other. I wanted to have a big confrontation in this chapter but wasn't sure if I should, given all that has happened recently, but with some help from Novandalis, my go-to for writing advice, I think it turned out pretty good. Like I said before I will try to get this volume done before Volume 4 comes out. The keywords being "try to." Regardless, don't forget to comment. Every comment helps me get just a little better.**


	11. Chapter 11: The gift that keeps on givin

**Hey everyone, first I would like to thank everyone. I don't know how I missed this, I really don't, but my little fanfic has passed the 5000 views mark, it's actually over 8000. Again, I have no idea how I missed that. Second, I know I said I'd try to get this fic finished BEFORE volume 4 comes out, but LIFE, so at this point unless I gain control over time and space I don't see that happening. Also, I had a pretty well done outline for the chapters to come, but I watched some anime that were on my "to watch" list and I got a few ideas that I am DIEING to use that tie in so perfectly. That and when I was re-reading the next few chapters I realized there was a GIGANTIC plot hole, so I have to fix that. Also, I'm having a few changes going on at work, so I don't know how busy I will be because of it. If anyone is thinking this is a perfect example of "counting your eggs before they hatch", you are not the only one. :) I** **Also it appears I just can't follow my script and keep making up new things so…yeah I'm just gonna try to make it as best as I can from my original plan, but still wing it a little. I will still try to post the remaining chapters as quickly as I can without skipping on the quality. In all likelihood, I will finish well after the conclusion of volume 4.**

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Chapter 11: The gift that keeps on giving

Monday morning calmly rose at Beacon, however for team RWBY it could hardly be called a good morning. Sunday had been concerning for the huntresses in training; they had spent most of that afternoon and beyond trying to at least contact William. At first, it was just Ruby trying to get a hold of him to see what kind of cake he would like for his party to officially welcome him to team RWBY. Not even Ruby was all that concerned at first, William was probably still camping in the Forever Falls Forest, no reason to worry. Nonetheless, as Sunday afternoon became evening her concern grew and spread to the rest of her team. Ruby and later Yang and then Blake called William at least a half dozen times, but never got an answer. They knew that to search the entire Forever Falls was never an option, that alone would take a couple dozen people an entire week, but they still couldn't just do nothing. Running low on ideas the group decided to turn to professor Goodwitch, at this point, even Weiss was beginning to show signs of concern. Ruby remembered William telling her about where professor Goodwitch lived and thought she might know something. By the time they arrived at her doorstep, after searching the entire neighborhood for a blue cottage with white trims before Ruby realized William originally said a white cottage with blue trims, it was around nine thirty. Ruby walked up to the door and rang the doorbell.

The door opened and Ms. Goodwitch stepped out wearing a pink bathrobe with her hair down, without wearing her signature glasses wearing a distinct vanilla fragrance. "Ruby, what are you doing here?"

"Um, professor Goodwitch…what's going on?" Ruby asked scratching her head at her teacher's more "relaxed" appearance as the sound of very soft music flowed from her open doorway as she could see that the lights in her living room had been turned down low.

"Nothing! it's nothing!" Ms. Goodwitch said closing the door as she stepped onto the porch. All of team RWBY raised an eyebrow. "Now, what business do you have this late at night?"

"Oh, um, yeah. Have you heard from William at all since yesterday?" Ruby finally asked.

"No, I have not; has he not returned to Beacon yet?" She asked with a slight crack in her voice.

Blake stepped forward. "Not that we've seen and we asked team JNPR to call us if he came back while we were gone. Since they haven't contacted us I do not believe he has." She explained in a calm manner.

"I see, William has stayed out late before, I do feel your concern, I do, but I believe we should trust William." She tried to reassure albeit shakenly. "However, if he does not show up by breakfast tomorrow please notify me I will tell professor Ozpin and have a search party dispatched to the Forever Falls Forest." The sorceress reasoned trying to conceal her own apprehension.

Team RWBY, not seeing much choice, agreed and headed back to the dorms and went to sleep.

Monday Morning came and team RWBY, now more level headed after a night's sleep, went to see if William was back only to find Ms. Goodwitch standing in front William's door with a concerned look on her face. Judging by the beginning signs of bags under eyes she looked like she had been there for a while.

"Um, Ms. Goodwitch?" Ruby ventured out first.

The platinum sorceress head snapped up, "Oh, um, Ruby, I just wanted to check to see if…"

"You're worried about William too, aren't you?" Yang asked, already knowing the answer.

"Yes, after your visit last night I tried to call him, but all I would get is his voice mail." The professor stated, with noticeable concern.

"I'm sure he's fine." The brawler tried to reassure seeing the usually stern sorceress' worried expression. "I mean it isn't like I haven't stayed out all night and snuck into my first-period class before anyone realized and everything worked out for me." She shrugged.

"Oh really?" Ms. Goodwitch asked somewhat bouncing back to her normal stern demeanor.

"B-besides, William's scroll probably just died or something and he's just running late," Yang added to draw attention away from herself. "It isn't like we need to worry about something happening him."

"She does have a point." Weiss agreed. "I mean we all saw what he did to those creatures of Grimm. I don't think anything short of an entire army can actually harm him."

Ms. Goodwitch slowly gave her a nod in agreement. "You're right. However, as his guardian, I can't help, but worry. I'm afraid that he may have chosen to give up on being a Huntsmen and run away. Though, given what has happened to him, in recent days alone, he would have every right to." She grimaced, upset at her own thought.

Ruby moved next to her placing her hand on her shoulder. "Ms. Goodwitch, William isn't the kind of guy to just leave without telling anyone. He knows how much you care about him and I think he thinks of you like family." Then red reaper comforted.

"Thank you Ruby." The sorceress slightly smiled.

Ms. Goodwitch and team RWBY agreed to contact each other after first period if William did not show up and seeing as Ms. Goodwitch could use some coffee Ruby invited her to join them for breakfast. Considering she had been up since before sunrise, she was more than happy to oblige.

As they made their way to the cafeteria Yang noticed a familiar, still pink haired, wolf Faunus wearing a black hoodie with buckles on it moving towards the cafeteria with something sticking out of the top of his backpack.

"Hey, William." The blonde brawler called out alerting him as well as the others.

Seeing his team and Ms. Goodwitch William ran over to the group and unexpectedly gave them all a big group hug, including the stern sorceress.

"William." Ms. Goodwitch softly smiled leaning into the hug.

"Um, William…need…air." Ruby half-jokingly, half seriously gasped.

"Oh sorry about that." The wolf Faunus apologized releasing everyone while beaming a rather large grin on his face.

"You seem awfully chipper this morning," Blake observed.

He shrugged. "What can I say, I'm in a good mood today."

"So did you figure out what you wanted to?" Ruby asked.

"Kind of, I've sorted a few things out and I have a rough idea of what I want to do, but I still need to work a few details out. I'd like to tell you guys all about it, but first do you mind if we talk about this over breakfast?" William asked rubbing his stomach as it audibly growled.

The group agreed and went into the cafeteria.

While students are encouraged to wear their uniform while on campus before and, required, during classes, before classes start students are allowed to be out of uniform. William was happy to be informed about this, he was too hungry to make it back to his dorm room.

While they waited in line the group proceeded to question William. As it turned out William had left his scroll turned off and forgot to check his voicemail. Not knowing they tried to contact him William didn't consider calling them. He made up an excuse that he had gone back into town Sunday for some food and did some training, but ended up overdoing it. After a nap, he found out the sun had already gone down and not wanting to travel through the forest at night William decided to just set his alarm and return in the morning. Truth be told he didn't even remember to set his alarm. If it wasn't for Neo having to wake up at four thirty to go to work, William would have probably slept through his first class.

The group then gave immediate interested in William's unusually good mood. Commenting how he seemed so much happier than usual. William played it off, but even Ms. Goodwitch noted that he seemed to be smiling more than normal. William couldn't exactly tell them the reason for this, for a number of reasons, but deep down had to agree, he felt happier than he'd been in a long time.

As they approached the buffet line Ruby informed everyone that William's welcome party was at seven in the wreck room on the first floor of the dorms. It was supposed to be earlier, but between William's remedial class with Ms. Goodwitch and Nora, Yang, and somehow Blake getting detention for blowing up a portion of the courtyard everyone felt later was better. William suspected it was primarily Yang and Nora that were the culprits and Blake was only the accomplice, probably goaded/dragged into it by her girlfriend. However, William didn't sense any negativity from Blake so he figured it was just a 'cut loose and do something wild' moments Yang once suggested to him and let it be.

As they finally arrived at the buffet table everyone got their typical breakfasts: chocolate chip pancakes and milk for Ruby, blueberry crepes, eggs benedict and coffee for Weiss, seafood omelet and tea for Blake, accompanied by some lovingly bad puns from her sweetheart, French toast and scrambled eggs with orange juice for Yang, Ms. Goodwitch surprised the group by practically raiding the pastries stand also taking the largest strongest coffee they had, and William loaded his tray to its physical limits to the point he had to place another two trays under it just to make sure it didn't break, with everything that even slightly appealed to his appetite. His bout with Neo last night really took it out of him. even more so than it should have for some reason. The cafeteria lady could only laugh at his portions when he came to her register, but given what she had seen him eat on a daily basis and her friendship with some of the professors, she just chuckled and scanned his student ID.

After they got their food they met up with team JNPR as per their usual morning ritual. Although, Nora was a little uneasy that Ms. Goodwitch was with them. Only William, through his abilities, and Nora actually knew what she did, but everyone could tell she did something, well something other than what she was already serving detention for. For the most part, Ms. Goodwitch just let it slide, she needed coffee and food, although if she had to pick just one, it would be coffee.

As he sat down William's attention was firmly fixed on Ren and the one question he had for him. "Hey Ren, how long does it take to for your hair dye to wear off?" He quickly asked before his bottom even landed on the seat.

"I'd say about fourteen weeks. I buy extra strength so it last longer. It's a little pricier than the regular brand, but you have to admit that it is a quality hair dye." Ren calmly spoke as he cut into his pancakes.

"Yeah, yeah it is a quality hair dye." William solemnly admitted as he slouched his shoulders a little. "Even if I transform my head it still turns out pink. I didn't even know it would work like that, the rest of my body is the same, but not my head. How does that even make sense?" He lamented to no one particular.

"Aw, cheer up William I think it's a good look for you." Ruby patted him on the shoulder trying to cheer him up.

"Thanks Ruby, but if nothing else I can say it will help me hide from those reporters that are still lurking around the gate."

"That's the spirit." The red reaper cheered.

"Soooooo, William what's that sticking out of your backpack?" Yang finally asked having been curious about it since she saw him. upon closer inspection, she saw it was a few items in plastic bags. From what she could see it looked like he bought cake mix, nails, and rubber bands.

"Oh that, I picked up a few things before coming back to Beacon. I figured out a new trick to help me out when I fight. When I finish eating and get my uniform on, I can still have enough time to get it mostly ready by first period and can finish it before your class." William said gesturing towards the platinum blonde.

The sorceress looked up from her half-eaten raspberry filled croissant with a small hint of regret, "While I appreciate the effort, I'm afraid that during the last three days of classes only those participating in the tournament will be taking part in combat exercises."

William's shoulders visibly dropped again. "Oh, I see, well that makes sense." He murmured.

"Hey, cheer up." Ruby patted him on his shoulder. "You can still help us practice for the tournament if you want?" she offered with a smile.

William turned his head giving her a soft smile. "Thank you Ruby, I'd like that very much. Just remember I don't go easy."

"You don't have to worry about us." Yang commented.

As William turned his head to look at Yang Ruby noticed something. "William why are you wearing a collar?" The red reaper asked pointing to black piece of leather buckled around his neck with an ice cream cone with a pink, brown, and white scoop tag on it.

"Oh, this", He said tugging the collar forward, "I think it's actually called a choker. I found it on the ground on my way back to Beacon. Personally, I think it looks pretty good on me." He jokingly mused while mentally screaming that he forgot all about the collar Neo placed on him.

"Heh, it kinds of reminds me of one of Roman's cronies." Yang said.

"Really, who?" The wolf Faunus asked already knowing the answer. He was fairly certain he would find out if it was possible for a brain to go hoarse as his mind was screaming non-stopped, but still had to play along.

"Oh, um, what was her name again?" Yang asked aloud.

"Neo, her name was Neo." Blake inputted.

"Yeah, Neo. Thanks, kitty cat." The brawler grinned.

Blake didn't verbally respond to the nickname, but instead just gave her a weakly annoyed look. William guessed that Yang had almost broken her will to complain about her pet names.

"I fought her on the train and almost beat her little but too." Yang continued.

"As if, she nearly killed you." Weiss reminded her.

"Please, if we ever meet her again I'll knock her into next week." The brawler announced cracking her knuckles.

"I hope you will remember that while it is important to be confident, it is equally as important to not overestimate yourself." Ms. Goodwitch commented.

"Then I'll have to help you train so much you can cripple a Deathstalker with a single punch." William puffed his chest with a fake smile, hoping to end the conversation before he slips up or anyone figures something out.

For a few moments Yang seemed to, not stare, but more analyze William's face. "Yang, can I help you with something?" William eventually asked feeling a little concerned he couldn't reader her emotions, or her expression for that matter.

"That look." She said plainly before transitioning into a wide grin.

William raised an eyebrow and cocked his head. "Excuse me?"

"That glow about you. The happy mood. you had sex, didn't you?" She blurted out causing everyone to choke on their food or spit out their drink and William to turn thirty shades of red in under a second.

"Ms. Xiao Long?!" The usually stern Glynda Goodwitch gasped blushing herself.

"Yang, I spent the last day and a half surrounded by vicious monsters, probably the worst situation to have sex in." William tried to defend/playoff while still profusely blushing.

"Wait, did you fuck a Grimm?" Nora bluntly spat out, with some of the food she had been chewing, causing a repeat reaction of Yang's previous comment.

"NORA?!" The group cried out.

"Nora, I do NOT have sex with creatures of Grimm!" William blurted out, louder than he probably should have. Turning his head, he was relieved to see that he hadn't garnered the attention of the rest of the cafeteria.

"Weren't you lonely in the valley?" She asked still somehow still having a chipper demeanor.

William gave her a completely dumfounded look before responding, "Yes, I was lonely, but I was never THAT lonely." The Wolf-Faunus stated still shaken by the orange haired girl's bluntness and just overall expression that didn't even come close to matching what she was saying. William knew Nora was hard for him to read, but _this_ was on a level he didn't even know existed.

"C'mon Will you can tell me." Yang prodded with a grin and a light nudge. "Who is she? Is she cute? Is she a he? Is he hot? Did you do it doggy- Beowulf style?"

"Yang!" William boomed, "Nothing happened. And stop calling me Will." He said with a bright red face concealing his cerebral screeches that she could pick up on something like that.

"The how do you explain that glow about you?" She asked back with a triumphant grin believing she had him.

"Gee, I don't know, maybe, just maybe, it has something to do with the fact my emotional state can alter my physical appearance to varying degrees and, maybe, having an epiphany about what I want to do with my life and developing some self-acceptance had something to do with it." He explained in a somewhat sarcastic tone, technically not lying. His mood did have some bearing on his appearance in both more obvious as well as subtler ways.

Everyone at the table paused for a moment thinking it over and then unanimously nodded "yeah" in agreement.

"You mentioned self-acceptance, what did you mean by that?" Ms. Goodwitch inquired wanting to change the subject as soon as possible, for obvious reasons.

"Ever since I became a Were-Grimm, I've always regretted- no, more like hated- that part of myself. Heh, it's funny, I kept telling Blake to be herself, all the while I was afraid of who I am. Afraid I'd lose control and hurt someone, or worse. Somewhere along the line, I guess I started to think of myself as a monster, a horrible creature who could go off at any moment, but after the last few days I've come to realize I'm just… _me_. I mean, yeah, I've got my share of problems, name someone who doesn't," he lightly chuckled, "but now I feel like I can face them instead of running away from them. Just by accepting that I am who I am, it feels like a weight has been lifted off my shoulders. I feel like this is a new beginning where I can finally move forward. Even the impact of the negative emotions from others has been reduced. Although, I think that may have been my own fear and resentment towards myself." He smiled, happy he could relax his guard.

"So, you're not going to go on a rampage anymore? Aw, that's boring, I wanna see you rip Grimm to pieces." Nora sighed.

William just looked at Nora with incredulity before lowering his head into his palm and shaking his head, "Nora, you are just something else entirely." William joked.

"What, is there anything wrong with wanting to see a Grimm on Grimm carnage?" She asked grabbing a bottle of hot sauce from the table and messily splattering it all over her food and everything else near it.

"Nora, can you please be careful with that stuff, you're getting it everywhere." The male Faunus asked dragging his plate and drink closer to himself.

"What it's not like you can't eat it." The hammer wielder shrugged.

"Just because I CAN eat anything, doesn't mean I want to."

"Don't like spicy food?" she asked jamming three of her hot sauce drenched pancakes into her mouth at once.

"Actually I really like spicy foods, I just don't like hot sauce in my orange juice or on my chocolate chip pancakes."

Nora swallowed all the food in her mouth in one gulp. "Oooooo, then are you going to the chili cook-off?"

William's wolf ears began to wiggle with excitement. "Chili cook-off?"

"Yeah, every year Vale has a chilly cook off on market street and as a bonus, this year it falls on the last day of classes!" the orange-haired girl exclaimed with joy standing on the table.

"Ms. Valkyrie" Ms. Goodwitch scolded, having fully woken up thanks to her coffee. "Please do not stand on the tables. Or would you prefer to organize the library, again?" She admonished with her usual stern expression.

"Yes ma'am, I mean no ma'am, I mean, um -I'm just gonna sit down now." She sheepishly replied quickly sitting down in her seat.

"Well, that sounds pretty good, but I have plans Wednesday night after classes so I can't go."

"Your girlfriend?" Yang asked wiggling her eyebrows.

"No, I just have plans." He huffed.

"With your girlfriend." Yang added on.

"Yang, I don't have a girlfriend." William said with a little more anger in his voice.

"So it's your boyfriend then?"

"Yang, I just… have… a thing to do."

"Is this _thing_ a boy or a girl?" She snickered.

William placed his forehead in his palm. "Yang, please stop, you are dating someone who values their privacy and alone time, so please respect mine. Is it so wrong that I just need some time to take care of a few things?" William pleaded. Lifting his head, he saw her about to continue the conversation against William's wishes he thought he'd take the offensive for a change. "So how are things settling between you, your dad, and Junior?" He asked stopping the brawler in her tracks.

"Low blow dude, low blow." She frowned with a monotone voice.

"This isn't going to end in another rampage, is it?" Weiss asked.

William looked at Weiss with a half expectant look in his eyes before shaking his head. "No, no, it is just me running some errands and seeing a guy about some… um… gravity Dust." William lied remembering the owner of 'Dust Til Dawn' telling him that he was getting an extra shipment of high-quality gravity Dust as a gift from his distributor for over thirty years of patronage.

"Is that all? Man I thought it was some kind of Grimm-Werewolf kind of thing. Compared to that, that's actually kinda boring." Yang sighed quickly losing interest.

"Why do you need Dust anyway, wait, are you going to eat it!?" Nora bluntly asked seeming to go beyond unnecessarily and bordering on alarmingly excited.

"No, Ruby and I spent most of Friday night in the Weapon's Lab developing a new weapon for me to use. He sighed. "I wanted to keep it a surprise, but, well, the cat's out of the bag." William sighed.

Yang began to smile before Blake placed her hand on Yang's shoulder, "Don't even think about it, again." She warned earning a smirk from her partner.

"I may have accepted my Grimm half, but a Huntsmen still needs a proper weapon and it helps for when I am either not allowed to or am unable to use my Grimm abilities. Oh, by the way, Ruby that Dust store you told me about, I don't think I'll visit it very often after Wednesday." William continued.

"Why, didn't he give you a discount?"

"Oh, he did. He is also a very good salesman, so good, in fact, that before I even noticed it he convinced me to buy twice as much Dust as I intended and in five times the variety. Including fire, ice, stone, and lighting Dust crystals in addition to the wind Dust crystals I was already going to buy. Though he was nice enough to cut my Dust crystals into the right shape for me for free, but he also convinced me to buy a few small vials of powdered Dust. I didn't even realize this until last night."

"yeah, I probably should have mentioned he is _really_ good at his job. The last few times I've gone there I've ended up spending my entire allowance." She regretfully chuckled scratching the back of her head while averting her eyes.

Weiss gave him a confused look, "Then why are you going back."

"Over the weekend I came up a killer move, but it involves utilizing gravity Dust," William explained.

Ruby perked up, to the point if she had Faunus ears or a tail they would be wagging enough to rival a ceiling fan on max setting. "Ooh, what is it?"

"It's a secret." The black haired huntsmen said raising his finger to his mouth.

"I'm curious what kind of weapon did you two build?" Pyrrha inquired.

"Well, we didn't exactly 'build' it, so much as we designed and sent blueprints to a weapons manufacturer." William clarified.

"So what kind of weapon is it?" Blake inquired further, having gotten invested in the conversation.

Ruby opened her mouth to speak only for William to place his hand on her shoulder. "Remember it's a surprise." The wolf Faunus smirked. "Though, since it probably won't get here until Friday at the earliest, I don't see me getting a chance to show it off until after the festival." He sighed.

"Awwww, that's boring," Nora commented.

William sighed "Yeah, but what can you do?"

"Perhaps I can be of some assistance," Ms. Goodwitch spoke up. "If you accompany me on some errands Thursday I'll let you have the first match in class after the Vytal Festival has concluded." She proposed with an uncharacteristically soft smile.

For the students there this wasn't a side of her people often saw, Nora and Jaune in particular, couldn't believe she could make such a kind expression. Even the members of team RWBY, who just this morning saw a more vulnerable and humane side to her couldn't fully register the unusually kindness in her eyes as she looked at William. Ms. Goodwitch was in no way mean-spirited, but with her stern and stoic enforcement of the rules, many have been lead to believe so. William had seen her make this expression a few times before, each time he felt a warmth in his heart. A warmth that felt so foreign yet so nostalgic.

"I'd really appreciate that Ms. Goodwitch," William replied with a slight smile. "I won't let you down- general Ironwood is nearby." William suddenly stated as his expression quickly soured before a few expressions of shock flashed across his face.

Ms. Goodwitch gave William a bewildered look. "How do you know that?"

"He's in a particularly bad mood." William held up his right hand with all his fingers extended upward. "He'll be here in five…four…three…two…one." He counted down his finger before pointing to the nearest window as he passed by.

"How did you do that?" Ruby asked.

"Like I said he is in a bad mood."

"Is he still mad?" Yang asked.

William wore a somewhat perplexed and conflicted expression, "No, more scared than angry."

"What could he be scared of?" The brawler asked in disbelief.

"Well, I got a part of his conversation with professor Ozpin."

"And…?" Yang inquired further.

"Let's just say we should all do everything in our power not to make professor Ozpin angry. I've seen rampaging Grimm less frightening."

"Seriously?" The blonde brawler asked somewhat surprised by the statement.

"You have no idea. Looking at Ozpin it's hard to see him angry, but damn, it freaked me out and I only a part of it. I actually feel a little bad for Ironwood." William said somewhat sympathetic.

"I say he got what he deserved." The blonde brawler commented.

"That reminds me, what happened to team CRDL?" William pondered aloud looking at Ms. Goodwitch.

The platinum blonde made an unpleased expression before setting her coffee down. "Despite the grievousness of their actions team CRDL will not be expelled and will be allowed to continue to participate in the Vytal Tournament." She stated clearly regretting the words as she spoke them. Ms. Goodwitch probably didn't mean to let it slip, but William got a brief image of her yelling at Ozpin. Before he could get any further details the blonde teacher noticed William looking at her. Putting two and two together she quickly guarded her emotions. Her years as a huntress, and, somehow, to a greater extent a teacher, had taught her how to steel her emotions.

"William please refrain from reading my emotions." She stated giving him a somewhat stern yet apologetic look.

William gave a confused look. This was actually the first time someone had ever caught him intentionally reading their emotions. It was, to say the least, a surprise that he had some kind of tell regarding it.

"Sorry about that, I can't really turn it off and when someone I care about is feeling strong negative emotions I…well you know." William ended slightly blushing at his admittance.

Ms. Goodwitch gave him a slight smile, "While I appreciate the concern, please do try not to delve too deeply into another person's thoughts and emotions."

"I will do everything I can."

"Thank you."

"That's well and good, but what about Cardin and his flunkies, shouldn't they at least be punished for their crimes?" Weiss spoke up, somewhat surprising the group a little, showing a more caring side, even if ever so slightly.

"From the end of the tournament and for next two years afterward, they will have detention as well as be forced to perform various acts of community service. Professor Port and I will personally see to their punishment." The professor informed them giving a faint hint of a sadistic smile.

William reacted to the comment, "That reminds me, why was professor Port in the park so late at night anyway?"

The blonde sorceress took sip of her coffee, "If I recall correctly every other Friday afternoon he volunteers at the park to tell stories to children about being a Huntsmen."

"Wait, if it's in the afternoon then why was he still there at eleven at night?"

"As I have learned, if you do not stop him or give him some kind of signal he rarely knows when to stop talking." She said obviously remembering more than one instance of this happening.

"I've actually seen him there when Nora and I went jogging in the park once, it had to be at least ten at night." Ren added producing a thermos, unscrewing the top, and pouring a green liquid into the glass he had been drinking out of.

"Hey Ren, what are you drinking?" William asked curious about the beverage.

"It is an herbal supplement that helps with digestion and replenishes the body. Would you like some." The resident ninja offered.

Nora stuck out her tongue mimicking like she would puke, "Bleh, how can you drink that pond scum."

"I'll give it a shot," William answered extending his glass to Ren.

"William don't, that's stuff is like drinking poison!" Nora warned. "Just thinking about the last time he made that stuff is making me sick." She gestured holding her hand over her mouth.

"Nora you can relax, my semblance is consumption; I've eaten rocks, tree bark, dirt, even a rusty water boiler. I think I can handle a few herbs." William reassured.

"I know I'm going to regret asking this, but why did you eat a rusty water boiler?" Weiss asked slightly cringing at the idea of eating rusty metal.

"At the time I didn't know much about how to preserve food, and it was Winter, so I didn't really have a lot of options. Given my semblance and position, you'd be surprised what people would probably be willing to do to survive." He said lifting the glass of green liquid to examine it while bearing that iconic expression you get when you think something looks good, but when you see it up close and/or smell it you regret it-look.

Turing the glass to the side a few times in front of his eyes he lowered it to sniff the top. William immediately cringed at the smell.

"What's a matter William, don't want to drink it?" Nora taunted, "Chicken?" she continued moving her arms to mimic a chicken's wings.

William made a calm face, "Not at all." He said softly before chugging the entire drink and slamming it down on the table for dramatic effect. "See not a problem." He stated with a sly grin.

"Huh, I guess you really can handle anything," Nora admitted quite surprised he could actually do it without vomiting.

"Your damn righ-" William began before quickly covering his mouth with his hands as his cheeks suddenly bulged out and his face rapidly changed color to match the liquid he had just ingested.

Nora began to grin, "What's the matter Will? Not sitting well."

"No." William shook his head. "I gotta a go." He muffled through his fingers running towards a trash can towards the front corner of the lunch room.

Nora bore a triumphant smile for all of three seconds until William began to stridently vomit into trash can resulting in a very uncomfortable look from everyone watching. The situation became only more unpleasant as William unceasingly heaved for almost three minutes straight, killing the appetite of anyone within audible range. In that time Ms. Goodwitch had run over William's side stroking his back trying to ease his suffering, even if a little. She had intended to guide him back to his room, but with his vomiting fit he couldn't take a few steps before having to dash back to the trash can; leaving them there until his sickness lessened.

"Damn Ren, what was in that juice?" Yang asked slightly cringing as William continued to loudly barf into the receptacle.

"I honestly have no idea what could have happened, it was just a basic assortment of herbs and natural vitamins. It is perfectly healthy and equally delicious."

Nora turned her head giving Ren a look, "Really, really Ren?" the Valkyrie asked with a pan faced expression.

At this point, Ruby, pulling Weiss, went to aid William. "Are you okay?" The red reaper asked still holding onto Weiss' wrist.

William puked once more before raising his head, "I think I'm gonna die." He exhaustedly responded with a wet raspy belch.

"Weiss, don't you have some stomach medicine?" Ruby asked her teammate.

Weiss paused to search her memory of the vast amount of things she had brought with her at the beginning of the year. "Yeah, I think I do. If I recall correctly it should be in my first aid kit." The heiress reported.

Ms. Goodwitch helped William to his feet, "Miss Schnee, I would very much appreciate it if you could give some to William. The nurses will not be in her office today. Also, Miss Rose can you please gather his things, I will escort him to his room." The platinum blonde ordered.

"Why can't we take him to the nurse's office or that doctor William sees every other day?" Weiss posed.

The teacher sighed, "Unfortunately both doctor and Nurse Plum will not be here until later today. Now can you please help me?" She asked showing true concern for William and more than she intended to of annoyance with Weiss.

"Yes Ma'am." The red and white duo responded.

Ruby ran back to the table to grab William's bag before rejoining the group and escorting the Were-Grimm back to his dorm room. Along the way they had to stop a couple of times to allow William to take a break and vomit.

The four made it to William's dorm room, Ms. Goodwitch and Ruby helped William into his room while Weiss went to retrieve the medicine and a bottle of water to wash it down.

After giving William the medicine and making sure he safely swallowed it Ruby and Weiss helped him out of his hoodie as he kicked off his shoes. The glasses wearing blonde helped him into bed and laid him down for some rest.

"I guess my 'new beginning' will have to wait a little while." The Wolf-Faunus weakly chuckled.

"It's okay William, everyone experiences a rocky start from time to time. Just focus on resting and I will come check on you before lunch. If you feel up to it, how about I take you off campus, my treat." She gently smiled stroking the side of his face.

"I'd like that." He smiled back letting the fast acting medicine take hold as he drifted off to sleep.

Ruby and Weiss were already out of the room when Ms. Goodwitch began to move away from William's bed when she realized this was the first time since the night she had spent helping William filling out the various forms need for his admittance to Beacon and for her to adopt him. It wasn't something of monumental significance, but she couldn't help but take a quick look around his dorm room. She was his guardian, after all, she was only doing what she needed to do to make sure his living space was hygienic and productive to his development as a Huntsmen. Or at least that's what she would tell anyone who asked.

His room was notably very clean. He didn't strike her as a slob, but she didn't expect living in a cave in the wilderness for the last decade to give him a strong standard of cleanliness, but she was pleasantly surprised nonetheless. Even the tape stubs that were a remnant of the room's previous occupants were removed without doing any noticeable damage to the room's walls and coating. On the left wall were two posters of the front of Beacon Academy and the Vytal festival, both of which were in all likelihood purchased at the school store. His bed, from the door, was placed lengthwise on the back left corner while two of the unused beds were stacked in the right back corner of the room with his unused school supplies, first aid kit, and other such things neatly organized and stacked on the bottom bed. The fourth bed was placed perpendicular to the two stacked beds separated by the closet. On it were two mountains of books William had checked out from the library. Between the foot of the third and fourth beds was his closet. As it would so happen the door was open and showed a well-organized closet with his shirts and two pairs of dress pants hung neatly with an extra pair of unopened backup shoes in the bottom corner. Towards the front of the room were to four desks. It seemed William used each one for something different, or at the very least used the remaining ones for storage. From the door, the two on the right shared a single movable green desk lamp. The one farthest from the door was somewhat messier than the rest of the room, but not by much. Some of it was organized into a pencil holder and specific spots for things like the electronic sharpener, while other things appeared to be some kind of report, though she couldn't think of any of his professors having anything due during the week. On the one closest to the door were William's notebooks that he had told her about. This peaked the sorceress' interest.

"Ms. Goodwitch, are you coming?" Ruby asked peeking her head through the door as her teacher picked up the notebook from the top of the stack. There had to be at least over a two dozen notebooks precariously stacked on top of the desk, but years of handling paperwork allowed her to remove it without disturbing the tower of spiral notebooks.

"Just a second Ruby." She brushed off turning her head to confirm William was already long since passed out before turning her head as she opened the notebook.

As she had come to expect William's handwriting was by no means the neatest, but was still fairly legible. Flipping through several pages she unknowingly let a small smile slip. She had always enjoyed seeing students apply themselves and giving their due diligence to the academic works and this definitely qualified as "due diligence". His notes were very fastidious about various subjects comparing and sighting the various topics and statistics on everything from Dust manipulations in clothing and objects to Grimm behavior. She found herself flipping through the notebook bewitched by the sheer amount of detail and care that went into the collection of facts. The information was explained in great detail without being difficult to grasp, yet it did not sacrifice any of the information in simplification. There were even annotations and a few examples to aid in comprehension.

"William really gives it his all when it comes to being a Huntsmen." Ruby softly spoke walking up to the bespectacled teacher snapping her out of her thoughts.

"Oh, um, could you repeat that?" The sorceress slightly blushed at her lack of attention.

Ruby just softly smiled, "Every night, William works on adding more to his notebooks. He told me one day he's going to condense and organize his notebooks and make some kind of field guide for huntsmen, or something like that."

Ms. Goodwitch paused for a moment before a soft smile appeared on her face. As she placed the notebook back in its original position she looked at Ruby, "I think whatever he does it will be amazing. I just hope I can get a copy someday." She beamed as the two caped huntresses exited the room slowly shutting the door as to not wake William."

William's body was sound asleep yet somehow his mind was weakly active.

 **HOW MANY TIMES ARE YOU GOING TO MAKE THE SAME MISTAKE**? The all-to-familiar shadowy voice asked.

"What are you talking about?"

 **YOU KEEP MAKING THE SAME MISTAKES, AND YET YOU NEVER LEARN FROM THEM.**

"What are these 'mistakes' I keep making?"

 **...**

"Hello? Anyone there?" He asked to the void waiting a few moments for a reply that never came. "I really hate when he does that." William said to himself.

William had been sleeping like a corpse until he heard a light knock on the door with a twitch of his wolf ears. He slowly sat up only to see Ruby gently moving into his room.

"Heeeyyyy, RRRubbyy." William yawned.

He could feel every muscle in his body was stiff as though he hadn't moved all day.

"Oh, hey William, how are you feeling?" She asked caught off guard by William being up.

"Pretty good actually. What time is it?" The wolf Faunus asked stretching.

"It's almost six thirty. Ms. Goodwitch said she came to check on you at lunch, but you were still asleep so she didn't want to wake you up."

"I see," he said getting out of bed continuing his stretches. "Where is everyone else?"

"Weiss was studying at the library, but she should be getting hungry and heading towards the cafeteria about now. Blake and Yang got out of detention a half hour ago and so they probably went to relax and cuddle in their favorite tree that overlooks the training field, but I'm pretty sure they should be heading to dinner around now as well."

William gave Ruby a somewhat confused look.

"What?" she asked.

"Nothing, I guess. I just didn't think you would know your teammates every movement. I don't know whether that is impressive or a little creepy."

Ruby pouted, "Don't say it like that. It's a leader's job to know about her teammates."

William opened his mouth to speak, but was interrupted by a loud, almost angry, grumbling from his stomach.

"I guess I'm hungry. Hey, since your, um, _our_ teammates are probably heading to dinner, want to head there ourselves?"

"Sure."

The two made their way to the cafeteria, lightly chatting. Though, William was slightly confused as to his sudden recovery. He knew he had an impressive healing ability, but didn't know it worked on things like upset stomachs. It never worked on colds or other sickness before, but at the same time, he wasn't exactly in a complaining mood.

As the two entered the cafeteria they noticed on the far end was the rest of their team just sitting down to eat. As the two drew near to the rest of the group William noticed a few leaves in Blake and Yang's hair and he also noticed the stack of books next to Weiss and the fresh dusty smell of Beacon's library on her clothes. In truth, he was impressed by Ruby's understanding of her teammates and their habits, but he was also wondering just how much she actually knew about him and his habits.

Yang waved to them, "Hey Will, how ya feelin'?"

"A lot better and PLEASE stop calling me Will." He said as the approached the group.

"well, you look a lot better." Blake commented.

"I feel a lot better." He said before his stomach growled again. "Now if you'll excuse me I am going to get something to eat before my stomach decides to eat me alive." He joked.

William and Ruby walked over to the buffet line and proceeded to get their food. William tried to get items that would be easier on his stomach. For a normal person this would mean clearer foods and light soups or broths, but for someone who can eat just about anything it meant eating things in amounts normal for people. Ruby expressed her apprehensions, but William reassured her that he was okay.

They sat down next to their teammates and began eating. All eyes were on William who seemed to dig into his food with his usual gusto seeming to have never been sick at all.

"Are you going to be okay? I mean you threw up a lot this morning and you're eating all that food." Weiss commented with her usual haughty demeanor, but everyone knew that was more out of habit than intention.

"I really do feel fine." He said biting deeply into a large slice of ham.

"Well, just remember if you start feeling like you're going to be sick, please tell us." Ruby stated getting a nod from William, "Then once you finish eating how do you feel about us finally celebrating you becoming an official member of team RWBY?" Ruby proposed clearly wanting the answer to be yes.

"If it's okay with you guys."

"Of course." The red hooded girl let out before anyone else could speak up.

"But first let's finish eating, and I need to call Ms. Goodwitch and tell her I'm okay."

The group finished eating and while the rest of team RWBY was getting things ready in the lounge William called Ms. Goodwitch. She was glad to hear from him and that he was feeling much better. It may have just been that they were talking over the phone, but William could have sworn that his guardian seemed to have expected more from the conversation, but he wasn't sure what. This thought quickly dropped out of his mind along with his mood, a little, when she told him he had to make up all the work he missed, but he was just happy to be feeling better, so it didn't bother him too much.

After about fifteen minutes or so Ruby texted William to head to the lounge in the first year dorm. William made his way there.

The lounge was a decently sized activity room with two couches, big screen TV, and a kitchen with a fridge, oven, and island counter. The students have to provide their own pots and pans as well as make _sure_ to label whatever they put in the fridge or it most likely will disappear.

As William entered the lounge he was greeted by a loud "WELCOME TO THE TEAM!" by his teammates as they sprayed confetti from a couple of poppers only to be followed by a loud "AAAAAAHHHHHHH!" from William.

While well-meaning someone pointed their popper towards William effectively blinding the wolf Faunus with confetti.

After a mild panic while trying to calm William down and wash the confetti out of his eyes the group managed to get a second take.

"Okay, " Ruby began, "NOW William allow us to officially welcome you to team RWBY!" She cheered with her usual pep as she trie to get beyond the awkwardness of what just happened.

"Then allow me to say I'm glad to join you." William responded still wiping something out of his eye.

The group cut into the cake, passed out plastic cups with punch in it and began to celebrate.

After a few minutes of light chatter team CFVY walked into the wreck room.

"Hey team RWBY, how's it goin'." Coco greeted as she and her team walked over to the partying group.

"We're celebrating William officially joining team RWBY." Ruby informed.

Coco lowered her glasses looking William up and down quickly for a few seconds, "One guy alone in a room with four lovely young ladies, you're not planning to do anything 'inappropriate', are you?" she teased with a smirk towards the new member.

William grinned, "You're one to talk. I seem to remember a certain fashionista getting in trouble for spying on the guys in the gym showers." He shot back earning a look from Coco.

"Too shea."

"And for the record, I still have my own room." William added.

"By the way, why are you in the first year wreck room?" Weiss asked.

"Well it's movie night, but the second year wreck room's DVD player got shot by someone, again." Coco answered.

"Isn't this the fifth time that has happened this semester?" Blake asked.

"Actually seventh, the dorm administrator told us he isn't going to get another one." Velvet informed them.

"So do you mind if we use the first year wreck room's DVD player and TV?" Coco asked.

"Well…" Ruby thought on the question.

William stepped forward, "If you guys don't mind, I'm game for a movie night."

"We didn't have much planned aside from cake and punch." Blake added.

Yang put her hand on her chin stroking it with her pointer finger, "I don't know…"

"We have popcorn." Coco added, her and her team each holding up a large theater style bucket of popcorn.

"I'm game, let's do it." The blonde brawler smiled.

The group moved the couch around in front of the TV, made sure everyone got comfortable and cut off the lights.

"So what are we watching first?" William asked.

"Well, we usually each have a movie we want to watch and then we view them in the order of our initial in the team name." Velvet explained, "So that means Coco is first."

"Yeah and I got one of the most awesome movies there is Zombie Apocalypse III: Dawn of The Blood Fest." She announced holding up the DVD. "Think you can handle it wolf-y?" She taunted the Were-Grimm.

"Please, I've spent the last decade fighting savage monsters all-day-everyday. Do you really think a little movie can actually scare me?"

"Well let me go to the bathroom before we start." Weiss requested heading towards the restroom.

Coco bent down and put the DVD in the player.

"Aren't you going to wait for Weiss?" William asked only to receive a "Neh" from most of the group as they sat down to watch the movie.

-roughly eight minutes later-

Walking in the door Weiss could hear the movie already playing, "I thought I asked you guys to wait for me-" She trailed off noticing a shivering Ruby huddled up next to a Beowulf behind the couch.

"let me guess, you two got scared already?" She asked already well aware of the answer.

"No, we're just…" William trailed off hoping for ruby to finish the excuse.

"-doing our movie exercises." The red reaper inputted.

"Yeah, our movie exercises…" The Beowulf trailed off giving Ruby a "really?" look.

Coco having not been paying much attention to the two, besides snickering when the two first hid behind the couch, cocked her head to peer behind her before turning her head towards Yang who was cuddling with Blake.

"So why is William a Beowulf again?" the beret wearer asked half interested.

"When William gets scared, like that time he was arrested, he turns into a Beowulf and can't turn back till he's not scared anymore." Blake answered.

"Interesting." The brunet tapped on her chin.

"Why are you rubbing my back?" William suddenly asked looking up seeing Coco reaching over from the couch petting him.

"I've never petted a Beowulf before." She answered not stopping her action. "You're really soft."

Before William could respond he felt something on his shoulder.

"Oh wow she's right." Ruby smiled. "Yang feel this." She gestured to her sister.

"Why is everyone touching me all of a sudden?" William asked more confused than agitated. "And how have you, a huntress, never felt a Beowulf's fur?"

"I have, but I never really felt-felt it before. Your almost as soft as Velvet's ears."

"Oh wow," Yang spoke up petting the Beowulf's fur. "Their right, you are really soft."

"will everyone stop petting me." William pleaded.

"But you're sooooooo soft and fluffy." Ruby hummed. Earning a few snickers from the group.

"I am not some puppy for you to pet." William said standing up.

"Relax Will, we don't mean anything by it." Yang said scratching behind William's left ear completely caught by surprise at his response.

The Were-Grimm began to perk his head upwards with is tongue gently lulled out of the side of his mouth as he panted and his left foot began to rapidly tap. As she continued the Beowulf began to quickly shrink and deteriorate into his normal form.

Surprised by the transformation Yang unconsciously stopped scratching William's ear. The second she stopped William snapped back to reality and the dazed and contempt look on his face was quickly dyed red with embarrassment.

"You saw nothing." William let out with a face that could match Ruby's hood.

This resulted in most of room's responses ranging from Yatsuhashi and Fox chuckling to Ruby rolling around on the ground laughing.

"Please stop laughing." William begged still blushing

"We're sorry, it's, ha, it's just we didn't expect that." Yang got out still chuckling.

"Well I'm sorry, my mom would always scratch my ears to relax me and help me sleep." He said with only a partially weakened blush.

"It isn't uncommon for parents of Faunus children to rub their ears to relax them." Blake informed the group.

"Really?" Yang smirked.

Blake gave her a concerned look for a second before it clicked, "Yang don't you dare." Blake glared, not noticing Yang's other hand sneaking behind her.

Yang began gently scratching the cat Faunus' ears eliciting a purr from her.

Blake quickly covered her mouth, moving further down the couch out of Yang's reach blushing furiously.

Her girlfriend, on the other hand, grinned, "I'm going to remember that one for later." She smirked. "Hey, Coco did you know tha-" Yang began turning her head towards the brunet only to see Velvet resting her head on Coco's lap as Coco stroked her ears causing the rabbit Faunus to lightly grind her teeth (rabbit equivalent of purring).

"I'm one step ahead of you Xiao long." Coco cooed rubbing Velvets ears.

"Okay, can we stop picking on the Faunus and just watch the movie?" William pleaded still showing some red on his face.

Yang sighed a little, "Alright I guess; I can always get Blake later when we're cuddling."

"Oh no you don't!", Ruby shouted, "You two are sleeping in different beds while me and Weiss are in the room."

"Aw come on Rubes, it isn't like you saw anything you haven't already."

William leaned over to Weiss, "What happened exactly?"

The heiress paused for a moment, "While you were gone Ruby and I walked in on Yang and Blake being… _intimate_ with each other." She partially blushed.

Before William could respond Coco decided to give her input, "Damn, I didn't think Blake was the type to give it up so easily." She stated causing Blake to lower her head trying to conceal her shame and growing flush.

"Can we please just go back to watching the movie?" Blake asked this time being the one pleading.

"Sure", Coco sighed, "But I'm not gonna stop petting my little honey bunny."

"Coco", Velvet blushed, "don't call me that." She lightly smiled.

"I didn't know you two were a couple." William commented.

"We aren't." Coco calmly responded, "But that doesn't mean Velvet doesn't like having her ears scratched or that I like scratching them." She said giving Velvet more of her special attention.

"Fair enough." William nonchalantly replied.

The group continued to watch the movie, well everyone except William and Ruby who were more comfortable just hiding behind the couch covering their ears until it was over.

After Coco's movie ended, and the cowering two received some "light" remarks from Coco, especially William, it was then Fox's turn. It surprised a few people, with him being blind and all, but he told them not to worry about it. For his movie he picked the first Brocky movie, stating he liked the classics.

The group enjoyed the movie, though, some were surprised that Fox uncharacteristically talked through the entire movie. Apparently, he can describe the final fight scene by the sound of each punch. Most people would not peg him as a movie buff, but then again people can surprise you.

Velvet, being well Velvet, told Yatsuhashi he could go before her. After a little back and forth between the two the giant swordsman agreed and popped in his DVD. Another surprise for the evening was that Yatsuhashi had a thing for spaghetti westerns.

The story started out calmly enough with a basic intro, but transitioned to a rancher trying to take another's land and that guy fought back. This was when Coco commented about Velvet standing up to Cardin. Apparently, this had been a reoccurring discussion. Due to class schedules, Velvet doesn't have the same lunch period as the rest of her teammates. This left Velvet to have lunch with primarily first-year students, in this case namely Cardin and his team. Though he had dialed back his bullying since his attention has been focused on William, a bully by any other name is still an asshole.

"You need to stand up for yourself, tell a teacher, do something." The brown haired leader besought her Faunus teammate. "He keeps bullying you and since you won't let me kill him, you have to do something. Last time he pulled your ears so hard he pulled out some of your hair."

"It's nothing really and it didn't hurt. I don't want to get anyone in trouble." Velvet said looking away from the group.

Before Coco could speak up William interjected, "You don't really mean that." He said flatly.

Velvet turned her head looking somewhat confused, "What, I do, I genuinely-"

"No, you don't." William interrupted wearing a sterner expression, "You can't lie to me Velvet. I can sense the anger and the sadness dwelling within you. It's perfectly fine to want to take the high road in these situations, but you're not taking the high road, you're just running away."

"I-"

"The only way to get a bully to stop is either notify a teacher or to take matters into your own hand." He said raising his left hand as he transformed it into a Beowulf claw. "And if you do, you don't stop until you leave them on the ground gasping for air with their bodies broken and their minds plague-ridden with fear." He said angrily clutching his claw shut sounding like a steel trap as opposed to flesh and bone as Velvet's gaze met his own red eyes.

The entire group was caught off guard by William's statement.

"What?" He said looking around as his hand returned to normal.

"It's just we've never heard you talk like… _that_. It was…surprising." Ruby stated.

"Is anyone really surprised I have a dark side, especially for bullies?" William asked to no one in particular as though he couldn't sense the shock everyone was feeling toward him right now.

"Violence doesn't solve anything," Blake spoke up. "It just breeds more violence."

Before William could speak he saw brief glimpses of Blake's memories and what had transpired in her past to shape her opinion. He knew she was right and knew that he probably went overboard in his description. Letting out a sigh, "You're right, I guess part of me is still thinking like I'm in that valley." He admitted.

"Velvet, I don't think you should actually harm Cardin and his goons, unless they attack you first, in which case cripple them," He said earning a frown from Blake and a smile from Coco. "But at the same time don't just let them get away with it either. Just doing nothing at all is the same as painting a giant sign that says 'hey comeback and pick on me again, do it five more times and you get a free yogurt'." He stated earning a smirk from a few people, "If you don't take control of your own life you're just giving them all the power and then one day you could have your entire life dictated by a deranged lunatic who loves to see you get a little glimmer of hope before dropping a house on you." (jwrite: who me?)

"I know it's just…" the rabbit Faunus trailed off.

"You think just taking it won't cause any more conflict," William began calmly, "But the more you let them continue the more you hurt yourself and those that care about you." He said nodding his head directing her to her teammates. "I can tell they really care about you and don't want you to be sad." He continued seeing Velvet give an epiphany-like expression.

"I, I…" Velvet lowered her head in acknowledgment. She realized that William was right. "I know your right, I'm sorry Coco, Fox, Yatsuhashi, I'm so sorry."

"It's okay Vel, we just want you to not let them walk all over you." Coco comforted placing a hand on Velvet's shoulder as the rabbit Faunus received a nod from her other teammates.

"I'm so sorry, I just didn't want anyone to get in trouble and I ended up hurting you and I-" The brown haired Faunus began on the verge of tears before being embraced by her team leader.

"It's okay, just promise me, no us, that you'll at least talk to a teacher." Coco softly said still hugging her favorite bunny.

"I will, I will." She promised hugging back.

Like before after everyone was finished talking, they continued to watch the movie. Though Yatsuhashi wasn't as indifferent to his movie as Coco was to her's, so he rewound the DVD to the part before everyone started talking.

After another hour or so it was Velvet's turn. Her pick was a romantic comedy. After that talk, it was felt everyone could use a good laugh.

"Any popcorn left?" William asked.

Coco looked into the bucket. "Nah, just un-popped kernels."

"That'll work, hand them over." The wolf Faunus said as Coco handed him the bucket.

Pouring them into his mouth William audibly crunched on the kernels.

"Ew, how can you even eat those?" The brunet fashionista asked.

"My semblance is consumption; I could eat the bucket if I wanted to." William shrugged.

"I've been meaning to ask you about that," Ruby stated drawing William's attention to her. "You say you can eat anything does that include semblances that are made of stuff, like Weiss' Glyphs?"

The wolf Faunus turned his head back towards the movie seeming to be thinking his answer over more than the rest of the group believed he should be. "Well, I guess I should say I can eat _almost_ anything. When something emits or is made of aura I can't eat it. I can bite through it, but I can't swallow it. Not that it really matters because humans and Faunus just aren't appealing as food and most semblances aren't even physical substances to begin with." He explained in a fairly nonchalant manner.

"How can you talk about that stuff like it's no big deal?" Weiss asked a little unnerved by William's indifferent attitude towards the subject of eating people.

"You do remember before I meet you I killed over eighty people, right?"

Blake frowned, "That doesn't mean you have to be so uncaring about it."

"I'm not uncaring, at least I don't mean to be, it's just when you've spent the last decade coming to terms with these kinds of things they don't hold the same significance as they did to me ten years ago or they do to you now. I do regret that people died, but I don't regret doing it because it was either them or me. I say humans and Faunus aren't appealing for my semblance because I've told myself that so many times I lost track because I knew if I ever crossed that line…I would be just another monster."

"William I'm sorry." The cat Faunus apologized.

"It's okay Blake, it's because of you guys I can finally have some say in my life, I can choose what I do next and it's because of you guys I want to become a Huntsmen so I can protect what is precious to me and what is precious to others. I know it may not seem like it, but I owe you guys more than I can ever hope to repay. Before I hated myself, but I couldn't express it and had to swallow it with all of my other negative emotions. Thanks to you guys I have been given an amazing opportunity, I have come to terms with who and _what_ I am, and can finally move forward."

Ruby placed her hand on his shoulder, "William, you don't need to thank us, we were happy to help you, even though we didn't actually do much. Heh. But, I want you to know you don't need to repay us or anything like that, you're our friend and teammate we'll always have your back." She said with a smile.

"I think I'm starting to see why you're the team leader Ruby." William lightly chuckled. "I might be jinxing myself here, but I hope things can stay like this for a while longer." William contently sighed leaning back against the couch putting his hands behind his head. "But I AM going to thank you, in my own special way."

Coco raised an eyebrow, "…and that would be…?"

"Well, I've kind of already started."

The group looked at him, "You have?" Ruby asked.

"Well, not with you specifically. At least not yet, but I have started with Blake."

The cat Faunus gave him a perplexed look, "What do you mean?"

"Basically my way of thanking you is to help you resolve the negativities in your hearts." William calmly explained taking a sip of his drink.

"I-I don't know what to say."

"I do, isn't that just you manipulating us?" Weiss glowered.

"It isn't like I'm brainwashing you or anything like that. I'm just helping you move beyond the darkness in your hearts that hold you back and torment you. If anything, I'm saving you a lot of drama and therapy bills." The Were-Grimm calmly kidded. "I mean can you or Yang really complain about the results?" He asked looking at Blake.

The raven haired Faunus turned looking at her partner and girlfriend who she was still holding hands with. Blake meet Yang's eyes. The two shared a look for a moment before gently smiling at each other.

"No, no I can't complain." Blake almost hummed.

"So when are you going to work on Weiss?" Yang asked with a grin.

William put his hand on his chin, "That's a bit of a tough one. I can tell that Weiss has changed since she became a part of team RWBY. I can tell her icy heart has begun to melt, little by little. I'll be honest, I've been having trouble deciding if I should do anything or should I just let things take their course." William explained.

Most people didn't catch it, but to William he sensed Weiss give him his answer. If only for a brief moment, he saw her true desires. Weiss, from what William could tell, had always lived a life where her feelings were secondary and she had to effectively freeze her heart. It was this coldness that made her more difficult to read than her teammates because, unlike Blake who would stew in her own emotions, suffering in silence, Weiss would deny and repress what was tormenting her. She didn't confront her problems or even wish to think of them, she simply just did everything to put them out of her mind. It was only those moments when she was with her team when she lowered her guard that William could get any definitive understanding of the icy heiress.

To say the least, William was not expecting her to desire... _that_. Granted, he had a few theories and caught a few brief glimpses into her mind here and there, but he never got a direct read, until now.

Weiss realized William was reading her emotions and tried to steel her emotions. She glanced over to William trying her best to be discrete, but when her eyes met William's she knew he had gotten a glance at what she was thinking. William could begin to sense that she was about to panic.

"Tell you what," William began, "Weiss, I think I'll let you pick. You can either let things go as is in which you can move at your own pace and ask for my assistance if you want it or you can let me take care of things my way. So what do you say?"

The white haired huntress was not expecting William to give her a choice and as such was completely caught unprepared. She already knew William was aware of what she wanted, but he was giving her a choice as to how he proceeded. She wanted him to help her soooo badly and yet her pride and fear were screaming for the status quo to remain. That she would be able to handle things being the way they are now and that was all she need.

Weiss eventually let out a sigh, "William, while I appreciate it, I think I'm going to go at my own pace." She admitted with a clearly fake smile.

William tried to conceal his disappointment, "As you wish." He said returning his attention to the movie.

-Meanwhile in professor Ozpin's office-

"Thank you very much, hopefully, these preparations will not be needed." Ozpin said to a faceless image of a rook icon on his screen.

Suddenly there was a knock on his door, "Keep me notified if there are any changes." He said before turning off the monitor, "Come in." He called out to the person behind the door.

The door opened revealing the short portly balding salt and pepper-haired doctor in a white lab coat with a dark purple tie known only as doctor Plum.

"Yes, um, sir, I have the results of my examination of William's emesis." He said adjust his thick spectacles that reminded Ozpin of Dr. Oobleck's.

"And were you able to cure William of his stomach illness?" the headmaster asked from behind his desk.

"Yes, as a matter of fact, according to professor Goodwitch, he doesn't even seem to remember that he was given the medicine I made for him. though given that he was only hours from death I guess it is understandable."

"Have you been able to find any other vendors of those herbs?"

"No sir, it appears that the store frequented by Lie Ren is the only one with a distributor from Feign. Hopefully, William will refrain from eating any more herbs from that shop."

"Well let's hope he doesn't nor that anyone else finds out about this."

"Sir?"

"I want you to destroy your notes. Keep the recipe for the medicine, but destroy all of your other notes and replace it with a cover story saying that there was no conclusive reason for William to get sick into the server you have for your research."

"Sir, I have to ask why? This could be a breakthrough, not only for Vale, but the world as a whole."

The purely gray-haired man gave a very displeased look, "In the near future William may prove to be capable of tipping the scales in our favor. However, there are still those who only see him as an enemy. I believe it is in our best interest to keep something like this to ourselves for the time being."

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 **Well, that is certainly something. What is Weiss' secret wish and will William really let things be? Anyway just to recap, I will be working a lot more and I won't be able to write as often as much as I'd like so please be patient with me. I originally planned on getting the posted before Volume 4 premiered, but LIFE. I'd rather be a little late than post a fanfic I will regret posting. Also, in case no one got it Brocky = Rocky, I know I'm horrible.**


	12. Chapter 12: Expectations and Reality

**Hello everyone, I originally intended to have this posted by Christmas and then by New Year's Eve. Now I'm posting it on New Year's Day, writer's block is a bitch. On a more positive note, this Fanfic has reached over 10,000 views and I cannot thank you guys enough. Now for some business, I told myself I wouldn't try to monetize my Fanfic unless I made it to 10,000 views. Don't freak out, I will still post content to this site. You can still view it for free if you want. I am just doing this as a way to make some extra cash to help support myself. If you like my work and want to support me that is fantastic, if you just want to read my fanfic for free that's cool to. See my profile for the link and my page for details.**

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Chapter 12: Expectations and Reality

Tuesday proved itself to be a LONG day for William. it all started with him waking up to it raining. William didn't necessarily hate rainy days, more that when he was trapped in the Valley of Grimm he couldn't really do much when it rained so he primarily passed the time by sleeping. The weather app Weiss helped him download to his scroll showed it would be raining all day for the next couple of days. Though feeling tired William decided to try to make the best of it, weary or not.

He also decided to leave his collar off. He still carried it in his pocket, but didn't want to risk it raising any more questions or jogging any more memories from Yang.

William was beginning to think he would end up keeping secrets from everyone at this point. The secret about his relation to Summer Rose, Weiss' secret, dating Neo... he wasn't sure where it would end. Although if he had to list his top ten guesses they all ended with him being sliced and diced, frozen solid, and/or locked up in jail. All the more reason to keep quiet about everything.

Speaking of Weiss' secret, the second he walked out of his door the icy heiress grabbed him by the collar and dragged him to a secluded corridor. Once she was sure it was safe to talk, she relentlessly grilled him about what he had sensed from her the night before. Apparently she hadn't slept too well on the idea of William knowing her secret, but still, somehow, managed to suppress her emotions to the point William couldn't detect it. To her dismay, William confessed- at rapier point- that he found out her secret. He knew that she was attracted to both Blake and Yang and sought to be in a polygamistic relationship with them both. She even came up with a group name for the three: Bee's Schnee.

She loved Yang's bold, warm, and down to earth personality. Sure Yang teased her, but she didn't really mind it. In fact, she kind of liked it. Yang never saw her as Weiss Schnee heiress to the Schnee Dust Company, but just as plain and simple Weiss. In her bold and, sometimes, reckless actions Weiss felt feelings of wanting to say to hell with the rules rise with in her and just do something reckless and irresponsible. Something she had always wanted to do. There was also the brawler's warm honest spirit that just seemed to melt Weiss' heart.

Of course, there was also the physical attraction as well. Anyone with eyes could see the buxom brawler had a body blessed by the gods and a chest that could put some air bags to shame. Oh how the thought of using Yang's soft breast as pillows was always an appealing thought to the snowy Huntress.

As for Blake, she loved Blake for the unique dynamic she had with her. All her life she had spent countless agonizing hours with mindless people who kissed the ground she walked on like she was some kind of goddess or the sycophants who desired her favor, or rather the Schnee Dust Company's favor. Weiss wasn't sure which she hated more, but with Blake, she found someone who would oppose her and call her on it when she would act spoiled or snobbish.

Weiss tried not to be, but when you've been groomed a certain way your entire life, it's hard not to act that way sometimes.

The raven haired Faunus wasn't just the first friend she actually had to work for, but also someone who had forced her to actually truly look at herself and her family legacy. It was something she had closed her eyes and heart to long ago.

The air of mystery and adorable kitty ears were always a welcomed touch. Weiss' attraction to Blake was never for the purpose of humiliating her father, though that doesn't mean she didn't enjoy the idea.

Returning to the main point, and the Multi-Action Dust Rapier pointed at William's throat. Weiss made him swear to NEVER tell a soul about her secret. William reassured her he wouldn't tell a soul and even commented how he thought the group name was cute. Though, it still took about forty minutes to persuade her to put Myrtenaster down and even then she still threatened to send him to a frostbitten grave should he ever talk. William, being the Were-Grimm he is, could tell she meant every single word.

When the two entered the cafeteria, got their food, joined their team at their usual table, the resident brawler immediately tried to, involuntarily, see if Weiss would make good on her word. Luckily Weiss was quick to stop Yang in her tracks before she could even finish asking about her secret. The rest of William's day would follow the same pattern; Yang sees an opening to question William, either Weiss is present and shoots Yang down or William brings up the business with Junior and her dad before escaping, and then after both instances when Weiss and William have a moment to talk, Weiss _informs_ William about the dangers of Glyphs and what horrible things they can do to the human body. Though the last part apparently extended to whenever Weiss found out William said so much as "hello" to Yang.

Adding to the growing list of reasons why William should have just stayed in bed pretending to be sick is the fact that in addition to needing to catch up on all the work he missed the previous day, professor Port decided to give everyone a take home test on everything he had covered thus far; something William's teammates forgot to mention until the professor handed him a copy. William had NO memory of him talking about ANY of the questions and it was due the night after Vytal Festival ends. Even someone like Weiss, who recorded the portly professor's ramblings verbatim, admitted to being stumped by some of the questions. William didn't like the idea of putting it off, but Ruby and most of the team agreed that they needed to focus on the tournament and decided to put it off until later. Though this still made the wolf Faunus a little uneasy, somewhat mentally kicking himself for agreeing to help his team prepare for the tournament. It wasn't that he didn't think he could do it, he just liked to get work out of the way as soon as possible…and having professor Goodwitch, one of the strictest teachers in Beacon's history, as his legal guardian may have had something to do with his feelings as well.

Lunch was, verbally, quieter than the first half of his day, verbally at least. Blake had persuaded Yang to cease her questioning, which did make things more comfortable to all non-Were-Grimms present. However, to William he got a triple helping of negative emotions; Yang was frustrated about not knowing Weiss' secret, Weiss was afraid she couldn't lower her guard around Yang, and Blake, well William wasn't entirely sure with Blake. Whatever she offered to bribe Yang had her shifting from guilt and embarrassment to excitement and curiosity so much that he simply couldn't get a read on her.

While intrigued by the prospects of what Blake might have to do for, or to, Yang- William is still a teenage boy after all- his main focus was to get Weiss at least to a good place so he could at least have some peace and quiet...and not having a rapier pointed at him every five minutes would be pretty nice too.

Despite appearing like business as usual to everyone around her, save for her teammates noticing some slight inconsistencies in her actions, Weiss wasn't in the best of places when it came to people knowing her secrets. William got a glance at her memories of the time Weiss told her brother, Whitley, she loved another girl from her fencing class when she was thirteen. Whitley told their father, Weiss tried to defend herself saying she meant in a sisterly kind of way, but that didn't stop her from receiving a severe scolding and an even more severe spanking. Since then she had been afraid to let anyone know her more private thoughts. Like the exact situation she was in at this very moment.

Even with Blake keeping Yang from prying and William agreeing to never tell anyone, Weiss was still feeling emotionally frail. The pressure to keep up appearance and the anxiety of her crush were being amplified.

This kept Weiss' focus divided. This was none more apparent than during combat practice as the normally flawless formed and flowing Huntress' bout was holey and rugged. She was pitted against Sun Wukong, normally this would have been a good match, but Weiss' distracted mind allowed Sun to take the advantage early on, which for Weiss was normally the kiss of death to the match, but was made infinitely more substantial as she couldn't even seem to be able to land a single hit. To everyone who knew her or was skilled enough to notice, even her Glyphs seemed to be less powerful than normal. William knew that Weiss couldn't go on like this and team RWBY sure as hell didn't have a chance in the tournament if he didn't figure out a way to help Weiss out, at least a little. Something that could bring her back to her old self.

William had planned to ask Ms. Goodwitch about what to do to help Weiss, without revealing too much information. Just because William _could_ regrow his limbs didn't mean he wanted to. At the very least he was hoping for a few tips that could at least get her head on straight. However, at the end of her combat class, she notified William that she was needed elsewhere and handed him some test papers and a few pages of handwritten notes to help him out. She then informed him that they would be leaving Thursday at ten for an all day trip. Though she gave little more in the way of information than that. Before walking away.

As she was walking away the Were-Grimm caught a brief glimpse at her emotions; he didn't get the whole story as she was intentionally trying to shield herself from him, probably as a means of protecting him. However, he did manage to find out it had something to do with Ozpin, the council of Vale, and she was feeling a mix of anger and concern. William wanted to help, but he already had too much on his plate and knew Ms. Goodwitch didn't like it when William read her emotions like that. Weighing his options; he decided to just play it by ear.

That evening William made good on his promise to help team RWBY practice for the tournament. Thankfully teams participating in the tournament have training rooms reserved for them until the end of the tournament. Especially given the fact it was still raining cats and dogs outside. William was also quite thrilled that training rooms at Beacon were sound proof, blast resistant, and most importantly private. This way he could use his Grimm abilities without restraint, well without fear of causing a panic at least. Though, Weiss' performance during practice was arguably even worse than during combat class. All through practice, her mind kept shifting from the fear of her secret being revealed to her insecurity about her two crushes. The fact some of team RWBY's combinations had Weiss close enough to either, or both, of her crushes to smell their perfumes, did not help the situation at all.

When her teammates asked why she was off her game; she simple told them that she was feeling a little under the weather. Ruby, being the leader she was, decided to call it a day so Weiss could rest up. Feeling tired himself, more emotionally than physically, William seconded their leader's decision. Thus, the group returned to the dorms and continued their usual after class routines, with the exception of Weiss pretending to be sick. Dinner came, they meet up with team JNPR, had some usual banter and small talk, and then proceeded to get ready for bed.

What was supposed to be a reprieve from his agonizingly long day turned into an agonizingly long night. Weiss was jealous that Blake and Yang had decided to cuddle up for bed. So jealous and insecure that she was actually drowning out the rest of the negative emotions in the entire dorm. Something William didn't even know was physically possible.

William had spent most of his life dealing with negative emotions, somewhat viewing them as people playing different radio channels at the same time. normally, these created a type of white noise when the channels would overlap, at least to a certain degree. However, with Weiss having the volume cranked so high it drowned out everyone else it made it more difficult to ignore.

Come Wednesday morning William was, sadly, still completely clueless as of what to do about Weiss. He knew he had to do SOMETHING, but a lack of sleep did not yield anything resembling an answer.

Then came another headache for William to deal with. As he was leaving his room to go to breakfast, Blake suddenly pulled him to the side corridor to ask him for help. As it turned out she had yet to tell Sun she was officially dating Yang. It wasn't to be misconstrued that Blake wanted to string Sun along or anything like that. In actuality, she saw him in a jovial brother kind of way. This, however, was the very reason she couldn't break up with him. She had had a few chats with him since she began dating Yang, but could never bring herself to actually bring it up. She just couldn't stand the idea of breaking his little monkey heart. To William, this was in all honestly bewildering to see one of his team's most pragmatic members so flustered.

William tried giving much of the same advice as before, but Blake wanted something a little more… _substantial_. After a little while, and eventually some unintentional emotion reading, William came to realize Blake was trying to ask him to do it for her, without actually asking.

Just when William was wondering how this could get worse Weiss turned the corner toward them and Yang turned the other corner effectively boxing him in. He also noticed Yang making a somewhat sly and mischievous expression when she saw Weiss. Weighing his options carefully, William took the only logical course of action and jumped out of a second-story window and ran for his life.

During lunch, William decided to eat out in the courtyard, away from his team. While he was mulling over his mashed potatoes about how to get out of this situation Ruby sudden sat down next to him.

William snapped his head towards the girl, more than a little surprised that Ruby had managed to sneak up on him without him even realizing it.

"Hey, William how are you doing?" She asked with a smile only for it to quickly degenerated upon seeing William's responding expression. "Not doing so well?" She asked already having a good idea what the answer is.

"Just a little down," William said stuffing his mouth with a T-bone steak, chewing it whole, bone and all.

It seemed to Ruby he didn't even realize he was actually eating the bone. She also couldn't tell if this was a reason for concern or not, given William's semblance.

"William, can I ask you something?"

William raised his head allowing the, now paste, stake to slip down his throat. "Sure Ruby, what is it?"

The red reaper hesitated for a moment, "Are you happy?"

The wolf Faunus was taken aback by the question. "Um, sure. Why do you ask?"

"Well, Monday, before the, you know throwing up, you were smiling so much…and now… now you look worse than Zwei did that time dad tried to teach Yang to cook."

William paused for a moment, not sure what he was feeling right now. He definitely didn't feel the same he had Monday morning but was he really that down in the dumps?

Realizing he was taking too much time thinking he gave Ruby the first answer that popped into his head. "I'm fine, just…Grimm stuff. Nothing to worry about." He lied trying to wave off.

"William." she began clearly seeing through his lie, "I know you want to help us with our problems, and I really appreciate what you've done. I don't think I've ever seen Blake so happy before. But I don't want you to do this if it makes you miserable."

"What, I'm not miserable." He tried to defend.

"William, I can tell you're lying. And I know you are using this whole 'new start' thing and helping us as an excuse to run away from something. I can tell you were happier, but at the same time, you're still hiding from something. If you want to help the rest of your team that's great, but I don't want you to be unhappy because of it."

"Ruby, I'm not running away from anything." He said unconvincingly.

"Yes you are!" she raised her voice somewhat surprising the wolf Faunus, "You're using us as an excuse to distract from your problems and trying to forget them. You told Blake that she can't run from her problems, well NOW I'm telling you can't hide behind us try and forget the bad stuff from your past without facing it."

William's shoulders slouched, "wow, so this is what it's like to have your own words used against you. It feels really weird being the receiving end of someone knowing what's going on in your head. Ruby…you…you got me. I just don't know what to do." He finally admitted. "I've dug myself a mile-deep hole and can't get out."

Ruby placed a sympathetic hand on his shoulder and gently smiled, "That's because you tried to fix everyone else's problems by yourself."

"Heh, you're probably right. So what do I do to fix everything?"

Ruby put her finger to her chin, "Well how about you try asking for help?"

"Help?"

"Yeah, we are a team after all. We're kinda supposed to help each other." She smiled.

"Is it really that simple?" He unintendedly snorted.

"Your problem is all this time you've only ever been able to rely on yourself, but now you have a team to back you up; me, Yang, Blake, even Weiss. I'm not telling you to stop, I'm just saying if you ever feel like it's getting to be too much or you just need a someone to listen, talk to one of us. That's why we're here."

William abruptly hugged Ruby with incredible force. If not for being a Huntress, in training, and her sisterhood with physically stronger Yang Xiao Long, she might have had a bone or two broken. However, she knew the meaning behind the hug and just hugged back as best she could.

The two continued their embrace for a few more moments before disconnecting.

"You know Yang once told Blake something similar before."

"Really?"

"Yeah, you two are definitely sisters, you know that?"

"Yeeeaaahhh" She dragged out not sure what he meant, "… why wouldn't we be?" The red reaper asked with her usual innocence.

"Bwhahahaaha." William began to laugh just completely shocked by her well… _Ruby-ness_.

"Are you done?" Ruby asked as William picked himself up from having fallen on the ground.

Receiving a nod from the Wolf Faunus, still holding his side, "Why don't you tell me what's all going on with you?" Ruby chirped with a smile.

William explained the situation to Ruby, first asking her to NOT tell Weiss, referencing her promise to freeze his manhood with ice Dust, among other threats, should he tell anyone. Weiss apparently learned a few negotiation _strategies_ from her father.

After giving the reaper's brain time to reboot and process Weiss' desire for "Bee's Schnee" the two started to formulate a plan of action. Ruby came up with the idea of playing both sides to help smooth things over with Weiss.

When William asked what to do about Blake Ruby simply stated: "Just let me handle that, we girls have _ways_ of dealing with this stuff."

William wasn't entirely sure what that meant and was more than a little scared to hear Ruby, of all people, say something like that. Nonetheless, he didn't have any better options and decided to just let it go if it meant he wouldn't have to witness an awkward breakup.

"With some luck, I'll be ending up with a new sister…well, sister _s_." Ruby smiled.

The two then departed to work on their own part of the plan.

After getting partially frozen in a block of ice only twice, William eventually managed to finish proposing the deal to Weiss; in that he would ask Yang and Blake anything she wished in her place. This way she could get any information she wanted without any risk to her secret. It also gave William a way to at least have a conversation with Yang without it ending with a rapier pointed at him. It took a little more convincing to quell her nerves, but the heiress gave into the fact this was her best option. Only after making William agree not to go beyond what she asked. William was happy to agree. This actually helped him a lot in his mission to help his teammates.

For Weiss' case, the Were-Grimm was at somewhat of a standstill. On one hand he didn't want her to have who she loved decided for/forced on her, much like the rest of the things in her life were, but on the other hand she was still trapped by the inhibitions of her upbringing and thus couldn't bring herself to take the first step, so this plan worked well for everyone.

By dinner time, William and Weiss were set for operation "questioning Yang and Blake", pending an operation name change.

As the group was seated for dinner, Weiss said she had "accidently" forgotten her scroll in the classroom and went to retrieve it.

Per Weiss' instructions, once she left, William was to ask her two crushes how they felt about a third partner. She knew they saw her as a prude, and to a degree she was, so it stood to reason they might be willing to answer more honestly if she wasn't present.

Things were also made easier by the fact Ruby claimed she had minutely chipped Crescent Rose's blade during professor Goodwitch's class and was working in the metal shop to fix it. When she showed the chip to her team, they couldn't even see it, but she swore it was there. Ruby typically worked on her weapon almost nightly, but William had already learned that Ruby would accept ANY excuse to work on her "baby" as a good one.

Returning to the topic at hand, William posed the question under the premise he had heard some classmates talking about doing something like that. Blake was expectantly hesitant to answer; Yang, on the other hand, gave a definitive answer: yes!

She then started posing a few potential candidates eliciting a blush from her girlfriend too embarrassed to even acknowledge the list of women the blonde seemed to just roll out, almost as though she had already given it quite a bit of thought. Chances are she had.

Blake would immediately respond to the ones she didn't want and Yang and William gathered that when she said nothing and just lowered her head and blushed meant that they were someone she would be interested in. Not surprisingly individuals like Pyrrha, Velvet, and some girl people call Boar-chan were the ones Blake didn't speak up about.

William posed a few names Yang hadn't listed, some of whom he didn't even know, but had heard about.

Then came the question he knew Weiss really wanted him to ask: how did they feel about Weiss being their third partner.

Yang practically choked on her milk, "Will what brought that up?"

William shrugged, "What, it's just a hypothetical…and you've kind of already listed all the Huntresses I know, well, except for Ruby, but I think that crosses a line." He technically didn't lie. "And stop calling me Will."

"Yeah, I guess you're right. Damn, we need to introduce you to more girls."

"So about Weiss…" He led on, trying to not let on his interest in the question.

Yang raised an eyebrow, "Why are you so interested in a threesome between us and Weiss anyway Will?"

 _Crap, she's on to me_. William screamed in his mind.

Not wanting to remain silent too long William blurted out the first thing that came to mind, "Well, I think the three of you together could be really cute. You could even call yourselves 'Bee's Schnee'." He stated mentally kicking himself.

"Yeah, you got a point there," Yang stated plainly while William was cerebrally blaring that it had actually worked. "I guess I would be up for it." She shrugged.

I'm a sucker for a good pun-named couple… or triple. I'd just have to be careful not to get my tongue stuck to her." She joked.

"And you Blake?" He directed at the cat Faunus.

Blake was still blushing, yet she seemed to be more composed, at least compared to when Yang was rattling off a list potential partners, "I feel like it would be kind of fun." She stated calmly earning a surprised look from her girlfriend.

"Well… that's a surprise." Yang stated.

"I think she can be pretty cold at times, but when she lowers her guard and shows us what's she's like when she doesn't have to be a Schnee, I think she can be…cute." The usually stoic Huntress admitted with another blush.

"So enough about us, what kinds of ladies are you into?" The blonde directed towards the wolf Faunus.

"W-what, what brought that up?" William asked completely surprised.

Although in hindsight he probably should have seen this coming.

"Oh come on man, you've asked us about our preferences towards the ladies. It's only fair we get to ask about yours's."

Starting to think this might be turning somewhere it shouldn't- this IS Yang we're talking about here- William looked towards Blake for some kind of way out only to find she had the same inquisitive expression Yang did.

"Come on wolf boy, spill it. What kinds of girls do Were-Grimms go for? Tall? Skinny? Hefty? Faunus? Human? Black? White? Hispanic? Asian? Boy? Girl? Both? Come on give us something?" She asked in rapid fire succession.

Seeing the determined look in Yang's eyes and clearly seeing he wouldn't be getting any way out from Blake William just admitted defeat.

 _What's the worst that could happen if I told them?_ He thought.

"Well, let's see," He began stroking an imaginary beard, "First, definitely females only. I'm sure you can understand my reasoning." He smirked receiving a nod from Yang, "Not too tall, my height or below, I guess. But's it's not really a solid requirement. I guess I'm okay with most body types as long as they are in any kind of physical danger, like being obese or malnourished. I'd like her to be kind of flirty and maybe the type who would tease me, but never to an extreme or to the point they can't be serious about anything. She should be playful and fun to be around. But also, someone I can cuddle up next to and hug. Oh, and having a Faunus tail is definitely a big bonus."

"Not bad, not bad," Yang began, "But you left out all the good parts?"

Blake and William shared a look before turning towards the brawler. "Good parts?" the two repeated back.

"Yeah, you know legs, butts, boobs; the important stuff?"

"So am I just that a rack with a nice ass to you?" Blake asked debating what to do to Yang given her answer.

"Relax Kitty Cat, you know I love you for a lot more than that. You're sweet, caring, sharp as they come, and I don't mean just your swords. Plus, those cat ears of yours's are just too damn CUTE!" She said raising her voice at the end to stress it.

"Oh, and you have a killer set of legs too." She quickly added earning a smirk from Blake.

"Thanks Yang, I love you too." Blake hugged as Yang wrapped one arm around her waist.

"So, what will it be Will; butt, breast, or legs?"

"Honestly? I guess I've never really been that attracted to women's behind, minus the whole tail thing, but I can see the appeal. For the legs they have to be long and silky, I won't compromise on that."

"What about Bust? Are you like Blake, going for the perfect duo?" Yang asked puffing up her chest, "Or are you more into Weiss?"

"I guess closer to Blake's preference, but I don't have anything against, um, the Weiss-es of the world."

"Speaking of which what's taking Ice Queen so long?" Yang asked.

What they didn't know was that Weiss was in the building next to the cafeteria waiting for William to discretely signal her to return once he got the answer.

"I'll text her." William volunteered taking out his scroll and began typing giving Weiss the all clear and the good news. Even telling her that they liked the "Bee's Schnee" name.

"And…send…" He said finishing his message and returning his scroll to his pocket.

A few minutes later Weiss walked into the cafeteria. To everyone else, she seemed her usual Ice Queen self, but William could sense she was on cloud nine, or at least close to it. He couldn't sense any negative emotions from her so it meant she was either repressing her emotions again or happy enough to let all the worries of life slip by. A sly wink and smirk confirmed it was something along the lines of the latter.

After dinner, the group walked back to their dorm, with the exception of Weiss who said she was going to study in the library. In doing so she earned a raised eyebrow from Blake and William who, thanks to their Faunus heritage, heard her make a sound they never heard her make before.

Seeing the two Faunus share a look of confusion Yang felt she needed to ask, "Okay do you two want to fill me in?"

The two Faunus shared a second look before William spoke up, "Weiss was actually giggling under her breath." William answered. Despite already knowing the reason he was still surprised; this was after all the first time he had heard Weiss giggle.

Yang took a moment to process the information, "Wow, either she really likes to study or the library took a page from Blake and stoked up on the latest 'Ninjas of Love' volumes." The blonde teased.

"Oh you." Blake playfully shoved.

"What's a matter kitty cat, thinking of your favorite book got you in the mood?" Yang again teased eliciting a blush from her girlfriend. Apparently forgetting William was still there.

"Please, stop." She asked trying to not blush.

"How are you going to stop me." Yang grinned, "Blakey." Yang cooed.

For a brief moment, William noticed a shift in the cat Faunus' eyes. They seemed almost predator.

Yang looked as she was about to say something, most likely to add to the fire she had already started. However, before she could even say the first syllable, in a flash, Blake had unlocked the door, pushed her into their room, and closed the door shut. All while giving Yang a deep tongue domineering kiss.

William decided he should just go back to his room. After all, he was now just standing in the middle of a hallway, by himself blushing like his face was on fire.

As he closed his door, still flustered by what just happened, he received a text message from Neo. In all the commotion with his team for the last day and a half, he had almost completely forgotten about his first "official" date with Neo.

Panicking he looked at the time on his scroll. It was six thirteen. This caused him to relax a little. The movie he and Neo had wanted to see wasn't showing until eight-thirty. They had intended for it to be earlier, but when they were planning it Neo remembered that she would be working that day and wouldn't be home until seven at the earliest.

Perplexed about the early text William read it aloud, _Will got off work a lil early do u want to meet up sooner?_

After all the craziness with Weiss and the rest of his team, some time alone with his ice cream girl was just what the doctor ordered. It also didn't hurt his argument that as soon as he finished reading her message did soft music start to play from team RWBY's room accompanied by a very discernable repetitive banging.

 _I always imagined Blake as the more composed individual; less likely to just given to her desires like that. I guess what they say about the quiet ones is true_. He thought, returning his attention to his scroll.

He texted her back: _Sure, just got 2 run an errand first and I'll be there by 6:40 or so_.

He waited a little for a response until he heard his scroll ding.

 _Sure_. She texted him back.

William got ready and texted his team that he was going to pick up some Gravity Dust and then was planning on walking around a little and run a few other errands.

This worked out pretty well, despite the fact they had planned on practicing for the tournament, but with Ruby locking herself in the weapon shop, again, Weiss hiding in the library waiting for her giddiness to subside, and Blake and yang… _cuddling_. It was probably safe to say no one was really in the mood to practice fighting. At least tonight.

This wasn't necessarily a bad thing either. Everyone needs a break and this was good to help their bodies relax before such a big event as the Vytal Festival.

William grabbed his disguise of a beret and dark sunglasses, made his way to the airship port, and to an airship to the port closest to Neo.

As he exited the airship port he slipped on the choker Neo had given him. he missed how the soft interior felt on his neck.

From there he made his way to the store "From Dust Till Dawn" to pick up his Gravity Dust.

William entered the establishment seeing a small line to the counter with each person clearly eyeing the dark purple crystals in the new display behind the counter.

While waiting, William flew through a complex set of emotions watching the shop keep talk to his customers. His kind elderly appearance was completely contradictory to the fact he seemed to effortlessly convince his customers to buy more Dust than they intended to.

He would start with small talk and covertly add in small suggestions. It was incredibly weird looking at it from the outside. What was really confusing is that William didn't even sense a hint of negativity as though he was completely fine with what he was doing.

When it came to William's turn in line to buy Dust he was sure to keep the conversation to a minimum and stay on his toes for any of the shop keep's subtle suggestions.

After leaving the store- with only what he intended to buy- William contently began to make his way to Neo's apartment.

Looking around he was amazed at how festive Vale felt. Even though the tournament wasn't until Saturday it was still so festive. William loved the feeling of such a festive scene. Not merely for his own enjoyment, but also for the fact that the more festive a place is the less negative emotions he can sense, which makes him all the more festive.

As he strolled through the city he noticed a small store wedged between two much larger buildings called "The Six Gifts". If you weren't specifically looking for it, one could easily miss it. Seeing that he had some time to kill William decided to go in and look around.

Inside he found numerous little things of varying interests; a foldable wooden toy ship, an assortment of wigs, gold rings, a stuffed golden boar made to look like a Boarbatusk, and of course being so close to a combat school, there was an assortment of weapons including spears and a few hammers. William wondered if Nora shopped here. Browsing further into the small story William was about to walk out when something in the glass counter display caught William's eye. it was something he felt Neo would really like.

As he exited the shop he noticed it was drizzling and decided to pick up the pace. This time he remembered the way to Neo's apartment and her apartment number. Arriving only a little damp he knocked on the door.

Suddenly it opened with Neo blitzing William, jumping up, wrapping her arms around his neck, and giving him a deep kiss. Out of habit, William wrapped his arms around her to help hold her up as well as to reciprocate her feelings. Her lips said everything that needed to be said. They were warm and inviting, like those of someone who hadn't seen their loved one in such a long time, but that wasn't quite right.

The best comparison William could make was that it made him feel like Neo was his wife welcoming her him home after a long business trip. Though this thought did confuse William for a second or two. Sure he really cared for Neo, but did he really feel _that_ way or did the last day and a half just fry a portion of his brain resulting in the aforementioned mental image as a type of delayed suspension bridge effect. His life had definitely been threatened enough. Either way, he enjoyed the kiss letting all the rest disappear.

"That's the kind of greeting I could get used to." William smiled drawing back for air, still holding Neo up in a hug.

Neo put her head on his left shoulder, "We can always make it our special greeting when we're alone." She cooed in his ear.

"I'd like that." The Wolf Faunus smiled gently lowering his petite cutie to the ground.

"So is your hair still dyed pink or are you making it your new look. Because if we are voting I say keep it that way."

"As much as I hate to disappoint you; when this extra strength hair dye wears off, I'll be keeping my usual hair color. Thank you very much. Besides, we both know the only one of us who can pull off pink hair is you."

"True."

"Since our movie doesn't start until eight what do you want to do?"

Neo put her finger on her chin like she was thinking. She knew William loved it when she posed all cutesy for him. "Well, are you hungry?"

"Sorry about this, I know we planned on going to dinner first, but I just had dinner not that long ago."

"It's okay, you're not the only one, after work I was so hungry I couldn't help myself. So how about a nice walk?"

*loud thunder noise*

"EEEPPP!" Neo involuntarily let out as the light drizzle turned into a heavy downpour.

"On second thought, I can wait, do you just want to watch a little TV until the rain dies down a little," Neo said somewhat sheepishly.

"Do you mean when it's not thundering?" William asked with a smirk.

Neo gave him a very disapproving look, "You know how I am with thunder." She said with a huff.

"Believe it or not, I like thunder. Do you know why?"

"Why?" Neo asked with a look of incredulity on her face as to why anyone would enjoy the sound of thunder.

"Because it gives me a reason to cuddle up next to my favorite Neo." He grinned eliciting a sign of some pink forming on her cheeks.

Neo looked away and down a little, "You know you only need to ask me. You don't need to wait for it to thunder." She blushed further.

William lowered his head next to her ear, "I know, but I'll take just about any excuse to cuddle up next to you." He cooed making Neo's blush grow even more.

William loved to tease Neo, there was just something so adorable about her when she blushed.

Suddenly William picked Neo up and carried her to the bed bridal style to the bed.

"You're unusually forward today, trying to get me into bed already?" Neo teased as William gently laid her on the bed, trying to give William a taste of his own medicine.

"If that's what you want, you need only asked." He replied with a calm, but sly smile as he slid onto the bed next to her.

"Maybe after our first date, then I can really show you how to have a good time." She cooed in a sultry voice that made William's wolf ears stand at attention and eliciting a small, but noticeable effect another body part.

Not wanting to get him too revved up, at least not yet, Neo decided to stop there and turn on the TV and cuddled up to next to her favorite Faunus.

The two channel surfed a bit before settling on a documentary on the history channel. Though they didn't really watch the program so much as just enjoyed each other's company. Not saying anything, just letting the warmth of the other envelop them.

Time passed and Neo's scroll went off. She had set it to go off to give her and William enough time to make it to the movie theater.

Neo, somewhat regretting breaking contact, stood up, "Well, shall we?" She asked extending William a hand up.

"We shall." He said taking her hand.

As the two opened the door they saw it was still raining. Not as hard as before, but still pretty heavy.

"Oh well, I guess we will have to use your parasol and cuddle up together under it," William stated nonchalantly sensing Neo was considering backing out of the movie.

Seeing that blush spreading across her face confirmed his plan worked. Though when the thought seeped in, he felt his face heat up a little.

Neo grabbed her signature parasol, locked the door, and away they went. William being the gentlemen, held the parasol up so that it sheltered them both as Neo wrapped her arm around the one William wasn't using to hold up her parasol, making sure to snuggle up as close as she could without impeding either of their ability to walk.

The theater wasn't more than twenty or thirty minutes away from Neo's apartment, though for the two they wouldn't have minded, if not requested, it would be a little longer. They enjoyed each other's company, still warmly rosy as they felt their bodies respond to each other practically exuding an aura of limerence.

The two eventually made it to the theater. Stopping a block away, Neo suggested just using her semblance to sneak into the movie. However, William told her no, with some difficulty. Neo seemed to always have her own unique style of _negotiation_ , primarily involving physical assault. However, she also had other methods at her disposal. In this case, Neo was giving him the most irresistible puppy dog eyes he had ever seen. She could arguably even out do Ruby and Yang. Thankfully William reminded her that her boss not wanting her to make any trouble.

"Okay, I'll buy the damn tickets, but you are buying me some candy." Neo poked his chest.

"But of course." William grinned beaming a somewhat triumphant smile while enjoying Neo's lovable pouty face.

Neo bought the tickets for the eight-thirty 3-D showing and William paid for the snacks and boy did he pay for them. In addition to the popcorn bucket and drink for him, Neo insisted on buying her a dozen boxes ice cream flavored Choco-bites.

"Are you really going to eat that many?" William asked with an eyebrow raised.

"Maybe." She said cocking her head with a cute smile.

This time William couldn't find a way around the power of Neo's puppy dog eyes. He could only shake his head as Neo grabbed her treats from the counter beaming a triumphant, cocky smile.

 _She is too damn cute for her own good. And mine._

The two entered the theater and found two empty seats in the middle row. Both of them wished they had left the apartment later as they sat through twenty minutes of the same previews for the same four movies, all about as appealing as getting gum stuck on the bottom of your shoes before the actual movie started.

The movie itself was okay, not great, but not terrible. The effects for the ghost were pretty good and the plot was pretty interesting. It just, somehow, didn't all come together with good cohesion. Albeit, that didn't really matter.

About halfway through the movie, William and Neo's eyes began drifting towards one another before becoming completely locked on the other's. William lost himself the pink and brown irises of playful beauty that he had grown to love while Neo lost herself in the swirling galaxies of William bluish purple orbs. Inch by inch the two drew nearer to the other. As the two were about to kiss, William felt a taping on his shoulder.

"Sir…Sir…You're spilling your soda." A voice said.

returning to reality William sat up straight, "Oh crap!" he said realizing his grip on his soda was crooked and allowing a small stream to flow down the slope of the theater.

Looking up to get a clear view of the usher- at least for a movie theater- the usher turned his flashlight on, making sure he was pointing it directly in William's eyes.

"Um, excuse me, can you please stop shining that in my eyes, please," William asked from behind his hands held up to shield his eyes.

"Do you know you were spilling your soda on the ground?" The usher asked in an agitated and somewhat haughty voice.

William couldn't quite make out his face due to the flash light, but from what he could see is he was a tall heavy set man. He also appeared to be wearing a pair of glasses and sporting a pretty advanced beard.

"Yeah, I'm sorry about that. Now can you please get that light out of my face?" William asked again this time getting a whiff of the usher, due to his Faunus heritage.

The usher smelled like body odor, beer, and…Cheese Puffs?!

"Hey wait a minute", the usher said moving the focus of his flashlight from William to Neo, "You're that bitch who attack me!" He exclaimed.

What were the odds the guy Neo assaulted the first time they hung out together would be an usher at the movie theater they went to for their first date? Seriously, what are the odds of something like that happening?

Sensing the usher's emotions and knowing where this was going from experience, William released a smokescreen of Grimm ash. In the confusing William grabbed Neo and ran towards the exit.

"Scramble the security cameras," William shouted busting through the door to the theater carrying Neo over his shoulder as his Grimm smokescreen flooded out of the theater.

For anyone else, there was no way to even find the security cameras as the black haze spread through the lobby, but Neo, being the career criminal she is, could project false images onto each of those cameras drunk with her eyes closed, possibly even while on fire.

William exited the front of the building and made a mad dash down the road weaving through several streets before taking the back way towards Neo's apartment. The crowds of people still roaming Vale helped in concealing themselves as they jostled their way through.

Suddenly Neo began hitting William on the back of the head, "Will you need to let me down NOW!" she exclaimed.

Sensing her having a distressing reason, he lowered her.

Not a second after her feet touched the ground did glassy crystal-like shards begin coating both of their bodies.

Turning he looked in a nearby store window, William was wearing a white and gray jacket with the hood up and a pair of clear glasses; even though he still saw the world through dark glasses. Looking down he was wearing black jeans and blue tennis shoes. Furthermore, his physical features had changed. His hair was now brown, the scar over his right eye was gone, and now his eyes were a bright green. He couldn't even see his wolf ears. Though he still felt them.

Turning around to ask Neo why she did this, he was suddenly pulled down by a long red haired woman with lavender eyes wearing, what looked like a purple uniform similar to the Atlas military uniform.

As William was still trying to figure out why she was doing this- but not trying _too_ hard- a police car turned the corner rushing by. Neo must have caught sight of the car through the vacant lot at the end of the perpendicular block they had passed.

They waited a few more moments, either for authenticity or just because they enjoyed it, probably both before separating.

"I didn't know you could use your semblance on other people?"

Neo just shrugged with a grin.

"Hey wait, where's your parasol?" William asked seeing only a single box of Choco-bites in her hands.

"Huh, guess I just left it." She shrugged nonchalantly, "I really wanted more of those Choco-bites." She dolefully sighed seeming more concerned about the lost candy over her weapon. "They were tasty."

"Neo!" William half shouted, "If they have your weapon they might be able to find you!" He stressed with his hands.

"Relax", she waved off, "truth be told, they've actually got ahold of my parasol at least six or seven times. I'll just sneak into the evidence lab or whatever. Good thing I have a tracking device in the handle." She said coolly raising her scroll to show him a red dot on a city map as she began to walk towards her apartment.

"I feel I should be concerned, but in all honesty, I think I'm either just indifferent to crime or just numb to the idea of you committing a crime." He said plainly as he walked quickly to catch up to her.

"You just have excellent taste in women." Neo tried to joke.

"No argument here." He chuckled not fully connecting the dots.

The two locked their arms and continued to walk back to Neo's apartment, still in disguise.

"By the way Will, what was that smoke stuff you used?"

"Oh that, I just released the same ash-like substance that comes from creatures of Grimm when they disintegrate. The stuff I expelled just takes a little longer to disappear. By the time that cop car reaches the theater it should be gone."

"Damn Will. If you ever want to join the dark side I can always put a good word in for you." She smiled patting him on the shoulder like a proud parent.

"Maybe, just as long as I get to work with you; it wouldn't be so bad…BUT only if being a Huntsmen doesn't work out."

"Deal."

Once they were in front of her apartment Neo dispelled her semblance.

Unlocking the door, they stepped inside.

"Well, that was something," Neo said trying to at least feign a cheerful demeanor as she unlocked the door and stepped through the doorway.

William sensed a faint whiff of negative emotion slip from Neo before completely disappearing. William knew she was upset about something, but knew she was trying to hide it.

"Want to tell me what is bothering you?"

"Can't you already tell?" the usually smiling ice cream girl sighed with a somewhat defeated look on her face.

"All I got was that you felt something negative before you tried to cover it up."

Neo stopped, turning her head with a somewhat regretful look on her face, like a child who had to admit she had broken her mother's favorite flower pot.

"It's…it's just I… I feel like because of me you're always having to cover up for me or getting in trouble for me. I mean, you're a Huntsmen-in-training, a protector of the world, one of the noblest professions in the world. And me? I'm just some criminal."

William lowered himself getting to eye level with Neo, cupping her face between his hands- much like she does to him.

"Neo, I want you to hear me on this one. I love YOU. I honestly don't care if you are a criminal. I don't care if you've killed people. Hell, I've lost count of all the people I've killed. And don't say it was all for self-defense. If I become a Hunstmen or if I don't, I still want to be with you. I don't know how all of this is going to end; maybe I'll become a Huntsmen, maybe your side will win, maybe you won't. it doesn't matter, all I want is to have you in my life."

"Will…" Neo softly spoke removing his hand from her face before kissing him deeply.

The two disconnected, "Does that mean you liked our first date?"

"Hmmm, I don't know. We probably should do it regularly just to see if we like it." She smirked.

"And I believe I promised you a good time after our first date, or do you not want it?" the triple colored girl asked with a sultry tone.

William simple kissed her on the lips, "Does that answer your question?"

"Yes."

The two started making out as they removed their clothes. Only breaking the lip lock to remove an article of clothing they couldn't remove while connected.

By the time William was in his boxers and the choker (collar) she'd given him- she could only smile at how he seemed to treasure it so much- Neo had just finished taking off her shoes leaving her only in her lacy pink bra and panties with a swirl pattern on them and her favorite pair of lace stockings. She knew how much William liked her in stockings.

Not wanting to wait any longer, broke off from William's lips and Neo gestured for her to bend down.

William was all too happy to get a closer look at Neo's body. Her toned muscles complementing her pearlescent skin that contrasted perfectly with her pink underwear and brown stockings. She was the only person William knew who could make Neapolitan ice cream look so sexy. All while giving him her triumphant and confident smirk, usually reserved for her work.

She had set him up perfectly, William slouched down altering his center of gravity as he stood between Neo and the bed.

Without warning, Neo bounded forward causing William to fall back on the bed.

From there the two continued their little activities from getting undressed.

As William continued competing with Neo for dominance of his tongue, his eyes caught the second layer of Neo's semblance glass crystals disappearing into thin air revealing her still injured and bandaged body.

He had to kick himself for not realizing it. It hadn't even been three full days. Unlike himself, humans can't heal that fast.

"Neo wait." William raised his voice, breaking their make out session, as he took a long look at her injuries on her torso.

"What is it, Will?" Neo asked feeling more than a little deprived.

"You're still injured, if you're hurt I don't want to make it worse."

Neo gave him the "really?" look before pulling his chin with her hand so he was looking her directly in the eye.

"Will, it's okay, if you haven't noticed if nothing else I am two things: very tough and someone who loves it rough." She cooed towards the end almost enticing William to give into his desires. Almost.

"I just want you to promise me if it gets too painful you'll tell me to stop." He said giving her a more serious expression.

"Of course lover boy." Neo smiled reaching over his head to scratch one of his wolf ears. She knew how much he liked that.

"Now fuck me six ways to Sunday." She said in such a sultry and somehow casual manner that William had to hold himself back from laughing.

William closed his eyes took a breath, "alright, just remember you asked for this." He said before opening them again showing Neo the bright crimson orbs she had been desiring.

Instantly, Neo was overwhelmed by feelings of both fear and excitement. Somehow the fear made it all the more exciting.

In a blur of speed, William had spun Neo around, trading places with her, pinning her to the bed, as he furiously began to make out with her violently kissing her as though he was trying to suck the very life out of her. Neo could only mewl internally at what was about to come next.

That was until her scroll began to loudly buzz.

"Mhmm…Will…mhmmm…Will stop." She tried to speak up while still not removing her lips from William.

William wasn't exactly inclined to stop having given into his darker desires and Neo knew if she didn't stop him now she'd be in the same boat. So with some regret she reached above his head, grabbed his still whole wolf ear, she didn't want to cause any more damage to the already cut one, and twisted hard and fast eliciting a yelp of pain from the wolf Faunus. If working with Faunus taught Neo anything it was that you NEVER twist a Faunus' animal ears.

"Neo what the hell-" The hurt William began before Neo took control of his mouth with a tongue dominating kiss to momentarily silence him while she picked up her still ringing scroll.

Holding it up she saw that the caller idea was Neo's code name for Emerald: Mint.

"Will I need you to be quiet for a minute. This is my work calling."

William gave her a hurt, but understanding look as he massaged his still stinging ear.

Feeling a little guilty Neo patted her lap, gesturing for William to rest his head on it. Not seeing why not, he laid down. When his head was resting comfortably she began to scratch and rub his wolf ears with her left hand while she operated her scroll with her right.

Briefly looking down, before speaking, at the content smile on his face. Neo was fairly sure she had been forgiven.

"Hello?" She said casually.

"Oh, I was in the bathroom. Have you ever noticed people always seem to call when you're on the in the bathroom?" she tried to make casual chatter.

"Yeah."

"Okay."

"Wait, when?"

"Are you serious, how could that have happened?"

"ugh, those idiots!"

"Wait, now, as in right NOW?"

"No, I just like to have a little heads up before I have to travel that far at night."

"Okay, I'm on my way." She hung up.

Lifting his head, regrettably, off of Neo's lap, "Got to go to work again?" William questioned fairly certain of the answer.

Neo sighed, "Yeah, apparently, some people don't understand that when a label says 'DANGER HIGHLY FLAMMABLE SUBSTANCE' that means they shouldn't smoke around it."

"Yikes, is everyone okay?"

"No, like three people have third degree burns all over their bodies. And now we not only have to do cleanup and replace all the lost supplies, but we also have to listen to Perry give another safety lecture. Ugh, why?" she asked looking at the ceiling.

"Do I even want to know what you have to replace?" William asked innocently.

"No, you probably don't…" Neo trailed off for a bit, "Holly crap, I just realized I've been talking shop with you this whole time." Neo half shocked, half smirking realized.

"Relax, I promise I won't tell." He said kissing her on the forehead.

"I know, I know. It's just so…weird how okay I am with all this. Everything I know tells me this is a huge mistake, but…I…"

"You what…?"

"I just can't seem to find a reason not to trust you." The ice cream themed girl smiled.

William hugged her.

While his head was next to her ear he smirked, "So does this mean there is still a possibility of a quickie?" He whispered trying not to laugh.

Neo lightly chuckled, "Sorry lover boy, but I'm going to have to take a rain check."

"Will you be okay with the thunder?" William asked undocking from Neo.

Neo looked down and fidgeted a little, "It's kind of embarrassing, but I'm okay with lighting and thunder when a lot of people are around. I only have trouble when I'm alone."

"I see then how about I give you this so you're not always alone, at least in spirit," William spoke as he lifted up his pants fishing something out of his pocket.

He gently took Neo's hand and place a small brown paper bag in her palm before curling her fingers to conceal it.

When Neo emptied the content of the bag into her other palm she smiled. It was a white threaded necklace with a black wolf with red eyes charm on it. It was similar in design to a common cartoon depiction of a Grimm-like wolf.

"This way, I have a little piece of you with me," He smiled tugging on his collar, "and you have a little piece of me with you."

"Oh Will, I love it." She beamed jumping up, hugging him around his neck, and kissing him deeply.

"I just want you to know I love you Neo."

"I love you to Will." She said standing on her tippy toes as William bent down to meet her for another kiss.

Maybe that image William had of Neo and him being like a married couple wasn't so much a stress-induced imagination, but more wishful thinking. Regardless of that, or what's to come, he knew he wanted to be with her as long as he could.

Thursday morning William felt unexpectedly refreshed. Despite not being able to _cuddle_ with Neo, just spending time with her was enough to get his head on straight. It also probably helped that Weiss and Blake's problems had been resolved. Truthfully, William thought it was all too easy, but didn't want to question it too much.

He met his team for breakfast. As they sat down he and Ruby shared a glance at Weiss and Blake, both looking like a weight had been lifted off of their shoulders. With a wink and smile for the team's caped leader William knew her half of the operation was finished. She could also tell William's part was completed by the small smile on Weiss' face.

He then began to inform his team about his trip with professor Goodwitch. The second he finished, as though having been planned ahead, the bespectacled teacher herself walked into the cafeteria.

Looking at his scroll he saw it was only seven-thirty, still too early to leave.

"Good morning Ms. Goodwitch."

"Good morning William, everyone."

"Are we still going at ten."

The platinum blonde woman made an annoyed expression before sighing, "About that, it would seem our time table has been pushed up. We need to leave once you are finished eating."

"What happened?"

"We are supposed to meet a woman in Dafi, the southernmost city within the kingdom of Vale, and Once we make contact we are to escort her back to Beacon. However, this individual is somewhat…free-spirited and as a result, she is insisting that she come by herself. Given her advanced age, she would not be able to survive a Grimm attack."

"I thought it was safe to travel within the kingdom," William asked somewhat confused.

He had always been raised that while the borders of the four kingdoms were a little dangerous, the interior of the kingdoms were completely void of all Grimm.

"While the territory within the kingdom's walls and natural barriers are a Grimm deterrent; it does not mean that creatures of Grimm cannot sneak in, especially, for the southernmost region of the kingdom." The teacher explained.

"I see," William said finishing off the last of the food on his plate.

Standing up, "Let me just put my tray up and we can go."

"Do you have your knives?" she asked.

"But of course." The wolf Faunus smiled tapping his side, showing the collapsed chain knives on his side.

With a few words of goodbye, the two departed on their journey.

-roughly four hours later-

Ms. Goodwitch and William took a Bullhead to a port near the southern border of the kingdom. Due to the narrow mountain passes surrounding Dafi the could not enter it via air travel. Fortunately, from the southern border is a train system used to transport personnel and supplies to those protecting the border. There is a separate train used for noncombat personnel, but it was damaged due to a Nevermore attack and wouldn't be up and running until later that day.

The train itself was thickly armored with mounted turrets at each end of the train and one on the middle car. The back of the train was stocked with empty supply boxes and weapons being sent for repair. The first half housed the passenger compartment of individuals rotating off of duty. Supposedly some of them had family in Dafi. William didn't doubt this.

As the two sat down, "Hey Ms. Goodwitch, I've been meaning to ask you something about the tournament."

"And what would that be?"

"I've just been wondering why there aren't more third and fourth year students in the tournament."

"Well, that is a common misconception. While it would seem like the four combat schools would want to have the students they have been under their tutelage the longest to represent them, however, this is not the case. While the exact criteria for selection process vary between schools, they typically select their participants based on performance and merit. Individuals like Miss Nikos, for example, have managed to demonstrate immense combat ability when she defeated team CRDL in a four-on-one match." She explained as the train began to move.

"Really?" William asked confused. "I know Pyrrha is a strong fighter, but is beating Cardin and his flunkies really that impressive?"

"While individuals like Miss Nikos and yourself have defeated them single handedly, team CRDL has performed above average in the field and have even shown considerable ability when acting as a cohesive unit. Provided Mr. Winchester doesn't lose his temper first." She added at the end.

"Huh, I had no idea that Cardin _could_ control his temper," William said plainly eliciting a chuckle from the sorceress.

"haha- I mean, that kind of comment isn't appropriate." She tried to act properly, not really making a convincing statement when she was still struggling with a smile.

"Are there any other ways a team can participate in the tournament?"

"There are also teams that have performed significant feats while in the field. Teams RWBY, JNPR, and CFVY are such teams as they helped defend Vale during the Grimm breach."

"How many first and second year teams are participating?"

The sorceress put her finger on her chin recalling the exact brackets, "Let me see, there is there are three first year teams, two second years, one third year, and two fourth years."

Suddenly, the train violently shook with a loud crash.

"ATTENTION, ATTENTION GRIMM ARE ATTACKING! ALL COMBATIVE PERSONNEL PLEASE REPORT FOR COMBAT POSITION!"

"William we will assist them. I am authorizing you to use your Grimm powers." Professor Goodwitch instructed.

"Yes, ma'am!"

-meanwhile back at Beacon-

Team RWBY decided to use their first free day to catch up on practicing for the Vytal festival. They had managed to get a good momentum going before Yang ran out of ammo. She had forgotten to grab her spare magazines. Unable to continue with one of their team out of ammo Ruby decided to call it a break and designate Yang as the team's official ammo retriever for the day. After everyone gave her the list of ammunition and Dust vials to get Blake accompanied her to the dorm room to carry everyone's orders.

Yang and Blake were walking down the hallway towards their room when they saw a green hooded figure knocking on their door.

"Can we help you?" Yang called out.

The figure quickly turned to face the two, clearly surprised by the sudden call to her.

When the person's face was in view the two Huntresses were shocked that the individual in question appeared to be Ruby.

"Ruby, what are you doing here? And what's with the green hood?" Yang asked walking towards her.

She abruptly stopped when a set of fox Faunus ears lifted the hood off of the girl's head.

Taking a better look the girl was a little shorter than Ruby. Her hair was orange, she kept it slightly longer than Ruby's. Her eyes were a dark purple. Despite her stature, her face showed someone more mature than the brawler's little sister.

"Patricia?" Blake asked recognizing her.

"Yang, Blake, it's so good to see you." She spoke in a timid voice.

The black haired Faunus smiled, "Likewise, it's good to see you."

As Blake drew nearer Patricia's eyes widened, "Blake you're a Faunus?"

"Oh, yeah. A lot has happened since you last saw me. I used to not want people to know I was a Faunus because… well you know," She said receiving a nod from the Patricia, "but now I have people who accept me and that allowed me to accept myself." She smiled taking Yang's hand into her own.

"What brings you back to Beacon? Are you going to become a Huntress again?" Yang asked.

The fox Faunus shrank back a little, "I'm sorry, I just…I just…" she trailed off as she tried to stop herself from shaking.

"It's okay. You don't have to if you don't want to. Just don't be a stranger. We're here to help anytime." Yang beamed with a thumbs up.

"T-thank you. Do you know where I can find William Beorthwulf? I want to thank him for what he did."

"Oh Will, sorry, but he's out today and is supposed to be gone all day."

Patricia's ears drooped. "Oh…I see."

"We can leave him a message if you want or we can give you his scroll number if you want." Blake offered.

"No, that's okay. I'll just come back later." She meekly replied.

"Well, how about we treat you to lunch at the cafeteria," Yang asked trying to raise the girl's spirit.

Patricia let a small smile appear on her face, "Thank you Yang, but I don't think I can do it. It took everything I had to just come back here." She said lowering her eyes.

Blake stepped forward, "Patricia, we know what happened with team JPIT. Everyone knows what they did to you."

"I know, it's just...too much has happened. I DO want to become a Huntress; I just need time. time to think and find my reason to become a Huntress again."

The look Yang and Blake saw in her eyes were of someone who had lost so much, but still had hope for the future.

"We understand. If you ever want to talk, please don't hesitate to call."

"Thank you. If you don't mind, can you please tell William 'thank you' for me."

"We will."

"Are you sure you don't want to at least see the rest of the team, I bet they'd be happy to see you." The brawler asked.

"I really appreciate the offer, but I'm not as ready to be back as I originally thought. I'm sorry."

"No problem." Yang waved off. "Just take it at your own pace and when you're ready, we'll be here for you."

"Thank you so much." She said taking both girls into a hug.

As she let the two go, "I am really glad I meet you two. I just wish I could talk more. I made a promise to my mom that I would be back before three. So I should probably be leaving now."

The three waved goodbye and Patricia walked down the hall towards the elevator. Yang noticed some kind of unusual lump on her lower back. At first, she thought it was just the fact Patricia had a large posterior, but looking closer she noticed that there was the tip of a fox tail sticking out under her hoodie.

Once Patricia was in the elevator and the door closed, Yang turned towards her girlfriend, "Hey Blake."

"Yes Yang?"

"Faunus only have one animal trait right?"

"Yes, why?"

"Then was it me or did Patricia also have a fox tail too?"

"No, I saw it too. Certain Faunus believe that if human's view us-them- as animals then they should become more like animals. It's called Diametric Plumage, when Faunus get tattoos like animal skins, wear fake animal features, or even have artificial animal traits grafted onto their body. They do it as a way of saying they would rather become closer to animals than humans."

"Does that mean…"

"I don't think so; I think she has just had it rough for a long time. Hopefully, things with get better for her."

-one epic battle later at Dafi-

The train pulled into the station. There were claw marks and scorched four finger claw prints covering the exterior of the train. The caboose's turret was completely gone, appearing to have been literally twisted off.

The soldiers exited the train most bruised with entire pieces of armor missing and the parts that weren't missing were damaged and scorched to match the train.

They had been attacked by Salamanders; giant spike covered lizard Grimm the size of train cars that can encase their entire bodies in flames hot enough to melt steel. Normally they don't go near the border, but a landslide diverted them towards the boundary.

The only two who exited the train unscathed where Ms. Goodwitch due to her years of experience and semblance and William due to _abilities_. It also didn't hurt that William happened to like spicy food and nothing is "spicier" than giant flaming lizards.

The real challenge was trying to keep the soldiers calm after the fight was over, but not for the reason one would expect. William had expected the soldiers to be terrified of him, however, they did the exact opposite. The all crowded around him, thanking him for saving them, patting him on the back, giving him a "good job lad", and even a few asking if they could buy him a drink. This was unexpected, but not unwelcomed, in William's eyes. It was definitely a preferable change of pace.

"So where do we go from here?" William asked ready to feel his shoulder break after so many pats on the back. Though some of them felt more like getting a smack on the back by a bear.

"We will be going to the Mountain Saloon." The good witch stated plainly despite the fact the second she mentioned the establishment's name the soldiers lost all color in their face.

Wiliam didn't even need to try to sense their emotions; the establishment itself had a few rowdy regulars, but the real reason for their fear was the saloon's owner- Madame Liadan Ghoul.

If the name wasn't scary enough, William sensed a deep seated fear of the woman in the soldiers. Some remembering her leaving a row of corpses belonging to bandits who tried to attack Dafi.

"Come William. We have much to do." The professor said, snapping William back to reality, as she began walking.

Following her lead, the two made it quickly down the single street of the small village. As William came to find out later, this wasn't all of Dafi, but a small section of the city; separated due to the unique layout of the terrain. The buildings were kind of worn down, but still felt like they were still being used regularly and kept in operating condition.

"I take it you got the name of the woman we are going to see from the negative emotions of those guards, correct?" she asked seeming to already know the answer.

"I got the gist of it. We are going to see some Madame Ghoul and she is really dangerous. Is she the one we have to pick up?"

"No, but the two do know each other and the person who we are to retrieve is staying with her."

"By the way, you never told me WHO we are retrieving."

"I couldn't say until now. Her name is Gretna Roseate and all you are allowed to know is that she possesses one of the rarest semblances in the world. So please refrain from reading her emotions if you can help it."

"I'll do my best."

After walking for about forty minutes the two came to the end of the street where the only building was a well-kept wooden building with a yellow neon sign that read "Mountain Saloon".

Standing in front of the building were two large burly, menacing-looking individuals. Even if they were not even able to fight, their looks alone would be sufficient in warding off most people. They were dressed in baggy clothing you could find anywhere, though William suspected their clothing was merely there to conceal some weapons.

As Ms. Goodwith tried to enter the building the two guards closed ranks denying her entrance.

"I have come to see Madame Ghoul, please move aside." She said calmly.

The two guards looked at each other before smirking, "Yeah whatever you say toots." The two began to chuckle.

Until they meet eyes with the Huntress. When the usually calm Glynda Goodwitch gave you that glare, as any student of her's could attest to that those eyes come the closest, of any look, to being able to kill.

The two guards froze in her gaze, sweating and looking like they were about to void their bowels at any moment.

"I suggest you two move." She said in a calm, but spine-tinglingly cold manner.

The two could not get apart from each other fast enough.

"Thank you, gentlemen." She acknowledged them casually.

William had to suppress his urge to laugh.

The interior of the saloon looked almost exactly as it did in Yatsuhashi's spaghetti western: circular tables, piano on the second floor, long bar with glass beer mugs, hardwood floors, etc. William could have sworn that the painting, of the sun setting on a prairie, on the back wall was even the same as from the movie.

Ignoring the potential décor plagiarism, there were around twenty or so men sitting in various locations throughout the dining area and the second floor, all dressed like cowboys. He was beginning to see a pattern. At the back of the room, sitting just below that fore mention painting was a tall slender woman wearing a gray Victorian dress with a wide collar and red interior. She had her silver hair in the same style as Ms. Goodwith but with several smooth strands falling to the outer sides of her eyes. Eyes which William felt were an almost unworldly red.

granted this was odd coming from a guy who can turn into a red-eyed Beowulf at will.

As they fully entered the saloon William caught the scent and sound of people hiding in the back room as well as in the basement below them.

"Hey, the guy in the basement!" William suddenly spoke up, "I know you're supposed to be the backup incase things go wrong, but if you look up my mom's skirt either she will kill you or I will." He threatened before blushing that he had accidently called Ms. Goodwitch his mom.

The tall woman in gray smirked, not only at the boy's keen senses, but also that he managed to make the legendarily stoic Glynda Goodwitch start to blush.

"Tibias, please come up. Oh, and don't look up any woman's skirts or you'll have me to deal with." She joked.

A small door opened from the floor and a heavy set man with a modified assault rifle stepped out.

"How did you know I was down there?" the man asked.

"You need to bath more often, not eat so much fish, and, oh, you stepped in some kind of poop."

The man lifted his left boot to examine it seeing there was a copious amount on the tread. "I thought I smelled something down there."

"Tibias, please go outside and clean that off." Madame Ghoul instructed.

"But Ma'am-"

"No buts. The two in front of us are Glynda Goodwitch, a legendary Huntress with power that surpasses even my own and the young man next to her is none other than William Beorthwulf." She said calmly as everyone else in her employment took a step or two back. "I don't need to tell you the rumors. If either one of them wanted to they could annihilate everyone here. However, since they aren't, that means they only wish to talk. So please go outside and wash your boot off." She said holding her nose trying to block the smell.

He followed his order, taking off his boot, and walked out the back door.

"Just out of curiosity, what are those rumors? If you'd please." William asked the woman.

"Not at all. There are a number of different rumors actually; that if you bite someone they become a Beowulf, that you can lift a building over your head, you are planning to eat the sun, that you are a guardian deity here to dispense knowledge upon the worth, and various other wild tails."

"Where do they come up with this stuff? Honestly?"

The woman only shrugged, "Your guess is as good as mine."

"hold on boss." A skinny henchmen spoke while walking up to the two. "How do we know this is the really Glynda Goodwitch and William Beorthwulf? They could be fakes." He said turning his head to speak to his boss.

Seeing his coworkers turning pale he turned his back meeting eyes with a rather savage-looking Beowulf before it released a soul shattering roar in front of the man's face.

The henchmen trembled a bit before collapsing on the floor.

"Is everyone satisfied or does she need to demonstrate that she's really Glynda Goodwitch." The Beowulf inquired with a somewhat darker undertone than he intended.

All of the henchmen quickly shook their heads.

"Thank you, William. However, please refrain from using your abilities without my permission." She thanked/reprimanded him as he returned to his normal form in a disintegrating cloud of Grimm ash.

"My apologies."

"It's alright." She said taking a seat inform of the gray woman.

"I apologize for my men. I didn't intend for them to act the way they did."

"It is quite alright. Now for the matter at hand, can you please tell Gretna Roseate we are here to pick her up?" she requested.

Madame Ghoul looked confused, "I'm sorry to inform you of this, but she left hours ago."

-meanwhile at a warehouse near the docks back in Vale-

Patricia walked up to an unnecessaryily state of the art lock and swiped a keycard from her pocket.

Walking through a hallway for a short time, she opens the third door on her left revealing it to be a janitor's closet. Entering the room and closing the door behind her, she made her way over to the fungus stained large sink at the back right corner of the room. Taking out her scroll she tapped a series of numbers, text it to an unknown number triggering three beeps from somewhere within the room, and the turned both the left and right handles of the faucet till they faced each other.

Sudden there was a mild shaking of the sink before it suddenly began to rise revealing it to the top of a small elevator. She entered and walked inside and pressed two. The elevator descended as the sink returned to its former resting place and the handles moved away from each other.

The elevator opened revealing a narrow hallway leading to a living room-like area complete with big red couch, a matching lounge chair, a newly bought brown lounge chair adjacent, and a hundred-inch hollow screen TV. Though the most important feature of the room is the tall woman lounging on the couch watching the food channel.

"Welcome home Patricia, how did everything go?" She asked almost sounding like a mother asking her child how her day at school was.

Patricia shrugged and plopped down on her favorite red lounge chair. "Didn't really work out, William wasn't even there. I did get to see Yang and Blake at least. They are still pretty nice. I still can't believe they are so accepting of Blake. Kind of makes me wish I teamed up with them or someone like them."

"That's a bit of an odd thing to say, don't you think?" Heather lowered the volume of the TV.

"Not really. I mean we needed a test subject and I brought three of them."

"Let me ask you something, if you had been a part of team RWBY would you have done what you've done?"

"At the beginning of the year probably with Weiss, but not the rest. Why do you ask?"

"Mothers loves it when her children listen to them, but we love it more when they can think for themselves." The taller woman smiled making Patricia blush.

"Though it probably didn't hurt that you hypnotized Jasper and the others to be Faunus hating bigots."

"It wasn't that hard. They already had that inside of them, as you might recall." Heather mussed as Patricia rubbed her shoulder, no doubt, remembering something painful, "I just wish they hadn't been caught before we could set the stage. But, I guess that's how life goes some times."

"Which is where I come in, right." A British male voice echoed from another hallway.

Stepping out of the shadows was a tall lanky young man with a forward drooping purple Mohawk, a gray armored vest with two straps forming an "x" on his chest over a short sleeve black shirt, black jeans and metallic grey mechanized boots. He had several facial piercings with four in each year, two in his left nostril, and one on his lower left lip. On the outer thigh of his left pants leg was a purplish-burgundy image lit candle with the right bottom swirling into a circle.

"Jack, how are you feeling?" Heather asked.

"Much betta now, mum."

"And here I thought we had a chance of being rid of you." Patricia half sarcastically remarked.

"Sorry love, but you're stuck with me." He smirked.

Not wanting to two to go into their usual back and forth, she was too tired for that, Heather decided to get to business, "So Jack, do you think you are up for the mission?"

"You mean those two scrubs? If so, then the answer is yes." He grinned.

* * *

 **First I would like to thank everyone again, making it to 10,000+ views is a milestone I never thought I would reach. If you like my work, please support my P a treon. If not, that's cool to. Man did I hit the nail on the head with that title. In all honesty who was expecting Bee's Schnee to make an appearance in the pairings? I'm legitimately asking. I have a couple of fun little facts about this particular chapter that you might like. The first is did you notice the store William entered after getting his Dust? A few people have asked me who/what William is based on. I can't tell you the exact answer just yet, but I can give you a hint. William is actually based off of two "individuals", one who is related to the story Ruby is based on (NOT the big bad wolf though they are related in a way), just look for the William-connection. As for the other one it is hinted at, though not directly, by the store. More accurately the store points you in the direction of the mythos William is based in and the story that store comes from relates to the character William is based on's grandfather. Second is that ancient civilizations nobles would mistake spiel, a gem that comes in many different colors like red or green, for rubies. Ironically, spiel is actually more valuable than rubies are. So that explains the mix up Yang had. Finally, a little foreshadowing, do a little research on Gretna's name. Happy New Year everyone!**


	13. Chapter 13: Getting Back to Business

**There is a lot I have to say about this chapter and things to come. The first being, I'm sorry for the wait. I graduated from college not that long ago and have been trying to find a job. Unfortunately, I'm still trying, so I don't know when I will be able to post another chapter. I ask that you be patient with me, life comes first. Second, I've FINALLY got all the chapters and everything planned out. This time I checked and there aren't any plot holes. Hurray. Now all I have to do is follow the chapter plan…who am I kidding, I'll probably mostly follow it and add some stuff along the way. though by the time this fic ends the actual show will probably have already finished its fifth or sixth volume. Some of you may be wondering if I will be posting a sequel, like I promised, and the answer is yes. However, like I mentioned before, I do plan on taking a break between end of this fic and the beginning of its sequel, so I'll keep you posted. Also, two warnings; first I have never sexted a day in my life, so be warned. Second this chapter has certain things get darker. This goes especially for anyone who has a strong deposition towards suicide. You've been warned.**

* * *

Chapter 13: Getting Back to Business

The train ride back to Vale was anything but comfortable. Even though the passenger train had been repaired ahead of schedule and as a way of thanking them, since the rail company and the border guards work together a lot, William and Ms. Goodwitch were given a free ride in a private first class cabin as well as a complementary lunch.

Normally William loved the idea of free food- who wouldn't? However, the atmosphere between William and his guardian was so thick you could cut it with a gun scythe. In just one day, in less than the span of a few minutes, the two had shown each other a side they had never intended to show.

William had accidently called Ms. Goodwitch his mom; not necessarily anything bad, but given William's past with people it caught even him off guard. He wasn't sure how it affected his guardian however, she was far to adept at controlling herself for him to get an accurate read even with the ability to read negative emotions.

As for what side of herself the platinum blonde teacher let out well…

-an hour of awkward silent train riding earlier-

Madame Ghoul hesitated for a moment. William even felt a twinge of fear for a moment, "I'm sorry to inform you of this, but she left hours ago."

The second Madame Ghoul spoke those words William felt a anger-no more like rage- he hadn't known since he had first gotten trapped in Grimm Valley. Only this ire was coming from the Ms. Goodwitch sitting at the table.

Ms. Goodwitch wasn't someone to let her emotions get the better of her, especially in front of her students, but in that moment William sensed something similar to an uninhibited ire.

Out of instinct, the young Were-Grimm had jumped back, leaping all the way to the bar, some fifteen feet back. Transforming into a Beowulf and taking a defensive stance ready for battle.

The men standing near or behind Madame Ghoul readied their weapons seeing the sudden transformation.

"Everyone stop!" Madame Ghoul ordered looking nervously at the woman in front of her, feeling some sweat forming on her forehead.

Ms. Goodwitch turned around seeing on William's defensive form, showing a genuine gleam of fear, at least for a Beowulf. Which in itself was surprising. Realizing she had let her emotions show, the blonde huntress tried to steel herself before speaking.

"William I'm sorry you saw me like that." She apologized like a parent who had just cursed accidently in front of their child.

To make things worse, the passenger train was a straight line to Vale. This meant no flying, no feeling of the breeze through a bullhead as it soared through the sky, and, least he forgets, having to be trapped in what could only be described as the tensest and most awkward silence William had ever felt in his entire life for the next SIX HOURS.

The cherry on top was that he could feel that Ms. Goodwitch was doing everything in her power to keep her emotions in suppressed, so he had literally no idea what she was thinking.

He had learned to spot the signs; having Neo trying to conceal her emotions and just dealing with Weiss in general. Also Ren, but William chalked that up to more of a personality quirk than him doing it intentional, at least he thought so. He never could get a read on the guy. Or Ozpin for that matter.

It was his guardian that made the first sound of the entire trip back, "William, are you… scared of me?" She asked looking almost comedically sad.

Her face said she definitely wasn't happy, but it was so out of place and dramatic that William felt himself suppressing the urge to smirk. He also though it was eerily comparable to one of the sad dog puppy figurines he had seen in her office. Though none the less cute if he was being honest.

"Wha-what, no, no, of course not. I was just… _surprised_." He said not even fully believing it himself, feeling his throat dry a little. "You're just usually so very calm and composed; I just didn't expect something to make _you_ mad." The Were-Grimm explained drawing closer to her, though still with some attentiveness in his movements.

"I see, I apologize. I did not mean to scare you like that." She said beginning to show signs of returning to her normal demeanor.

William looked at the older woman, not looking at any one thing in particular, more just taking her in as a whole.

"It isn't that I'm afraid of you, it's just… I don't like it when the people I like hold back their emotions just to shield me from them." He admitted, looking like he unsure he had just said that. Whatever was going on with him felt foreign and natural at the same time, but he couldn't seem to stop it. Nor did he notice the small flash of color that appeared on the sorceress' cheeks for a brief moment.

"If you're angry then feel angry. If you're sad then feel said. You don't need to hold back on my account."

She gave a faint smile, "I know you deal with the negative emotions of those around you". She said before that glimmer of a smile slowly rescinded, "…however, I don't want to add any additional stress to you."

"Ms. Goodwitch," William gave her a deadpan expression, "on an average day I have to deal with the negative emotions of what is basically a high school full of hundreds of hormone-deranged weapon-happy huntsmen and huntresses being trained to fight literal walking nightmares."

William believed he made a good point considering the scrunching of the teacher's mouth in a clear attempt not to laugh.

"The only reason I reacted the way I did was a habitual response to a sudden" and monumental, "shift in negative emotion. Now that I know what it's like…well, I don't mean to sound rude, but you being angry is more like a lullaby by comparison."

Glynda blinked a couple of times, seeming to not sure how to respond.

"I've actually been meaning to ask about that," she said finally processing what he had said, "You've said that you could sense the negative emotions of those around you, but just how far away from you can you sense them?" She inquired, trying to conceal the fact she was feeling uncharacteristically surprised and happy about his comment. "I know it is a little off topic, however I have been pondering it for some time."

William turns his head to the right and then to the left, "Do you know if general Ironwood has the trains bugged?"

She expected she would feel surprised at this point, but given his past encounters with the general she could hardly blame him, "No, he would have no means or reason to."

The wolf faunus gave her a raised eyebrow, "I'm not sure about that, you have to remember I've been in the man's head. He, definitely, comes across as the paranoid type who would bug a train if he knew I was going to be on it, and this train was just serviced today. Plus, the last time you and I had a 'private chat' he was listening in." He added not even trying to hide his growing suspicion. Or grasping the irony his current expression presented.

The older woman reached across to William and placed her hands gently on William's, "I give you my word." The blonde sorceress comforted. "And on the off chance, he does, I will… _encourage_ him to forget all he learned." She added with a rather intimidating grin.

Normally, anyone who saw that kind of grin would start looking for the nearest window to jump out of, but for William, it had an unexpected comfort to it.

Willaim smile and nodded, "Like the rest of my Grimm powers," he began. "my range and the clarity I can perceive negative emotions depends on the amount of Grimm I've consume. And even then, that isn't all there is to it. In normal situations, after eating as many Grimm as I did after Ruby dropped me into the Emerald Forest, I can probably most of Beacon. Though it does stop somewhere before airships."

"I see, then how about now?"

William put his finger on his chin, "I would say my range is probably around a fourth of the main campus building, give or take." He added seeming to have trouble giving a definitive answer.

If William had paid attention to the look in Ms. Goodwitch's eyes he would have noticed her intrigue as the scholarly type, though not as much as Oobleck, had been peeked. "I don't mean to pry, but you don't seem definitive about that."

His wolf ears began to wane a little, "Well, it isn't an exact science. Since I can't really tell I can only give you an estimation. Then again that can even change."

"How do you mean?"

"As you know, creatures of Grimm are drawn towards negative emotions. If there are enough people feeling strong negative emotions, then I would be able to pick up on it if even if it wasn't exactly within my usual range."

"Interesting." The teacher said processing the information.

William could tell by her expression that he had unintentionally got a few gears turning.

Her expression jerked a little before settling into a smile.

When William raised his eyebrow she decided to speak again. "William… I… when you called me your mother did you, I mean…do you really see me like that?"

There it was, the question he himself had been afraid she would ask. He had only been her adopted son for less than three weeks, and most of that time had been spent almost entirely separate from her, not counting classes. Sure, there was that time he stayed over at her house and their after-class chats where he'd, admittedly, been looser than he should have been when speaking to her- like he was with Ruby and her team…Oh, but did that mean they were close…or at least in that way?

The wolf faunus' face began taking on some color, "I, well…I-I don't know… maybe. I mean you're the closest thing I have to a mom. I don't know if I see you like that exactly…I mean you look out for me, you've offered me a place to stay, you call me out on things when I go too far…I do care about you. I really do. It's just…if… if you don't want me to call you mom than I won't. It was a slip of the tongue and I'm sorry." He lowered his head as his wolf ears folded down completely.

The two of them remained silent for some time before William, mainly due to the fear of the expression she was making. He didn't know what to expect, but every thought he had wasn't pleasant. Eventually though, he gave into the build of anxiety in his stomach and raised his head.

When the young man meet his guardian's gaze again, he was struck with her rather unexpected expression. It was a mix of confusion and shock at the same time, but with a warm and touched kind of smile. though it was probably more surprising that the expression was coming from none other than Ms. Goodwitch.

"William," she said in a firm tone, but somehow softer than when she was speaking to her students, "While I will admit I was startled by you referring to me as your mother, I am in no way angry about it."

"You're not?" He asked as his wolf ears became more upright.

She only smiled, "Not at all, by all means, call me that if you are comfortable with it."

William's face began to turn a shade of light red, "…Let's just play it by ear."

"Very well." The elderly woman said with a lighter stripe of color in her cheeks.

Unbeknownst to William though, the woman sitting in front of him was secretly very happy she had managed to distract her ward from the subject of her aforementioned ire. The less she thought about Gretna the better it was for the both of them.

-Meanwhile back at Beacon-

A large crowd of people were gathered outside of the airship terminal marching towards the main campus building only to be halted by a line of Atlas soldiers, both human and mechanical.

Many of the people there had signs and pickets each chanting slogans like "Huntsmen should hunt Grimm AND Grimm-spawn", or "Hunt the Monster, It's your job".

Of course, there was also a blowhard with a megaphone shouting "WHAT DO WE WANT?" followed by a crowd responding "A DEAD WERE-GRIMM!"

"WHEN DO WE WANT IT?"

"NOW!"

As an officer in an Atlas uniform stepped forward from the line of similarly dressed individuals to try and persuade them to disperse, three iconic figures were making their way to the scene. One in a dark green suit and the other in a white military-style uniform. Following behind was a scrawny bespectacled man with wild green hair.

"General, please explain it to me, how is it that so many of anti-faunus protestors managed to slip through your perimeter? More specifically the HAND OF HUMANITY one of the most violent anti-faunus groups in the world." the green haired man asked.

"Some of the security guards we asked from a local security firm were bribed. I've already arrested them and have them on camera, but by the time we caught it, it was too late." He growled.

"We are just fortunate that William is away at the moment. He shows control, but I would rather not test his limits with such an unruly mob." The grey-haired man in the dark green suite said taking the corner. "Perhaps even more fortunate is the fact both teams RWBY and JNPR are not present as well."

"What happens if they return and we haven't dispersed the crowd, professor Ozpin?" the green haired man asked.

"Rest assured I have already sent a mass text message to all students on campus to remain in the dorms as well as those outside of campus to not return until I send an 'all's clear'. As for Glynda, I sent her specific instructions to keep William away from the school until the matter is resolved." He nodded. "I've also authorized her to use lethal force if need be." He added grimly.

They all knew what that would mean. None of them wished for such things to happen, but when a protest from the Hand of Humanity is involved…it is FAR better to be safe than sorry. Ever since the death of their late leader Noire Acier, the groups actions have rivaled, if not surpassed, that of the White Fang's in both brutality as well as cruelty.

And now such a group is at Beacon's door. most likely if they can use William as an example, they will try to sway people's opinion of faunus in a negative light. As the Headmaster of Beacon Academy and as a Huntsman sworn to protect the people of Vale, this was something Ozpin could not let stand.

-Back on the train-

William and Ms. Goodwitch continued to chat casually, improving both their moods, when Ms. Goodwitch's scroll buzzes.

Sensing something was upsetting, as she was reading it to herself, William opened his mouth to speak only for his own scroll to go off.

Checking his scroll the Wolf-faunus began to chuckle.

"What's so funny?"

Rather than say it, William decided it better to just show her and held it up for her to see.

the bespectacled huntress adjusted her glasses before the image was in focus. It depicted two of her first-year students that she was VERY familiar with; Miss Nikos for her unparalleled combat ability that put her leagues ahead of some of her classmates and Mr. Arc for his…well almost the exact opposite. Though she would never actually say that to anyone.

The two appeared to have been leaning close over an ice cream float with two straws in it. Their heads couldn't have been more than two inches apart. Judging by their expression it would seem to almost anyone that they did not intend for the moment to be captured.

The huntress then noticed that the photo was sent from one Nora Valkyrie.

That explained it.

Below it was the message: _They r together-together!33_. Followed by a picture of a sword, a volcano, a rain cloud with lightning, a boat, a male smiling winking face; and then chains, a candle, and a vice-like object, each with a question mark after it.

The two shared a look, but neither of them seemed to be able to decipher what the symbols meant. As such, they both just nodded in agreement that it was probably best they not know.

"I wasn't exactly aware that Mr. Arc and Miss Nikos were seeing each other." She lightly hummed. "Aw, young love."

"Well, that might have been my doing." William somewhat fidgeted in his seat.

The good witch's demeanor darkened for a moment, "By all means, please explain."

She was still concealing her emotions, though anyone could have probably told William that he should to tread carefully. Very carefully.

"I wanted to thank everyone who helped me get out of the valley." He admitted, trying not to make eye contact. "So I may have pointed them in that direction."

She sighed, "Let me guess, you used your abilities to play matchmaker." She accessed.

The Were-Grimm began to squirm, "Kind of, sort of…"

"William, you of all people should know how dangerous it could be interfering with people's emotions."

"I-I know it's just it worked so well for Blake and Yang, I mean I didn't mean to, but hey it worked out...and I don't know if you know this, but Pyrrha has a huge crush on Jaune, but he doesn't know, well he didn't know. Actually, I'm not sure if he even knows it now. So, I told him it would help him prepare for the Vytal Festival, and it might, well it might help their team…and, um, and…" the young man began to sweat as he hyperventilated.

"William!" she shouted muting the hysteric Wolf-faunus, "Calm down."

William took a few deep breaths before he signaled he was okay.

"So let me get this straight," The blonde began, "You used your powers, and probably by accident, gave Miss Belladonna the courage to ask Miss Xiao Long into a relationship with her." William nodded. "Then, under the guise of helping team JNPR have a better chance in the upcoming tournament, you convinced their somewhat obtuse leader to go on a date with Miss Nikos. This being the way to help their team by alleviate some of her anxiety from her leader's lack of attention to her advances. Is that correct?"

He stared at her for a few moments, honestly just surprised at how she could process all of that so quickly and coherently. "Yeah-yes."

she removed her glasses and began to massage the bridge of her nose. "While I have seen a dramatic improvement in Miss Belladonna's mood -despite her slight increase in her number of detentions- as well as a small improvement in Miss Xiao Long's behavior, though again, it is small" She coughed into her hand, "As for Mr. Arc and Miss Nikos…while I do not necessarily approve of tricking Mr. Arc into going on a date with Miss Nikos, though I am sure she appreciates it, I would like you to refrain from anymore meddling in other people's affairs." She spoke, placing her glasses back on her face.

William intended to object, but the second his eyes meet hers he knew the case was closed, "Okay, I'll stop."

"Thank you William. I know you want to help them, but they didn't help you for any kind of reward."

"I know, and they technically didn't even do it on purpose. I guess I just wanted to help them."

The educator frowned a little. "To me, it seems like you are just trying to distract yourself from something."

William slumped in his seat, "Yeah…Ruby said something like that yesterday. She told me I shouldn't try and shoulder this kind of stuff by myself." _Is it really that obvious?_

"Ah yes, Miss Rose," She lightly chuckled, "For all of her…quirks, Miss Rose has surprised me on more than one occasion and proven herself a few times." She seemed to muse. Though, given how she would admonish the red reaper so often, one wouldn't have expected her to think so highly of Ruby.

"I just hope that you listen to her advice and aren't trying to pair off any more of your teammates or friends."

"Yeah…ha, ha," he scratched the back of his head. Technically, it wasn't a _pair_ , exactly. Regardless of the number of people involved, there was no way he could tell anyone about "operation: Bee's Schnee" if that was ever an actual thing. Truth be told William just wasn't sure if telling her was worth getting on her, and Weiss', bad sides. Oh who was he kidding, it wasn't even close.

The next couple of hours was filed with minor chatter of various topics, nothing particularly interesting; weather, the upcoming tournament, etc. However, the mood between the two was considerably improved.

"And then I, hwaaaa" he yawned.

"Tired?" she asked looking a little sleepy herself.

"I guess."

"We still have another three hours, if you want to get some rest I don't mind."

"Are you sure? I don't want you to be bored or anything."

"Don't worry about me, I think a nap could do us both some good." She smiled taking of her glasses and placing them on the small table next to her. since they were in their own cabin it was probably okay to catch a quick nap, and William didn't see why not.

With that the young man feel into a deep sleep even before his head hit the back of his seat. Ms. Goodwitch wasn't too far after him. only taking a moment to smirk at how quickly he could relinquish himself to slumber.

Sometime passed before William found himself in an unfamiliar room. It looked like a monitor rooms in security centers. There were monitors and screens filling every direction he turned his head. There wasn't even any visible wall, just monitors crammed, airtight, together.

As one of the monitors caught his eye, he realized he was looking through his own eyes as though he was recalling the day he accidently got gum stuck in his hair and his mom had to cut it out. Confused he began examining the monitors when he discovered that all the monitors were playing different events of his life. It was like watching different segments of his life play through his eyes before his very eyes.

"You've certainly lived a hard life." A woman's voice posed turning in a large swivel chair that seemed to have suddenly manifested in front of him.

William jumped back and took a defensive stance as the woman's face was revealed. She was quite old, probably late seventies early eighties, maybe even older than that. She wore a black blouse with white frills on her waist and edge of her matching skirt.

Her gaze seemed to study William for a moment before she spoke again, "I've always wondered why I find the kids with the worse backstories so cute." She seemed to muse to herself before swiveling back towards the monitors.

Cocking an eyebrow William's posture remained ready for an attack, "Who are you and where are we?"

"Well, _you_ would probably remember all this, so I can't tell you. Just sit in the corner and have some snacks, I'll be finished soon enough." The woman gestured to her left, as if on que, a table filled with various types of snacks appeared out of thin air. "By all means help yourself."

Before the Wolf-faunus could say another word, she spoke again, "Hmmm, never pegged you for someone who'd be into wood carving." She pointed to a screen on the top right. It depicted him when he was four or five etching a crude image of a caped hero into a block of wood.

"That's Mr. Rust, I forgot all about him." he stated losing himself in the memory. Mr. Rust was always known as a skilled wood carver. He would give some of the small children wood carving lessons so their parents could go on with their businesses without worry. He treated every child he called his student with kindness.

William felt a warmth swell in his heart. With so many bad memories of Feign, William had all but forgotten the small handful of people who had looked at him with anything other than distain.

"Seems to me you could have been pretty good. Hell, you could have made a career out of that, what happened? -Oh." She answered herself as they watch some of the local boys intercept him on his way to show his creation to his mother. William felt his heart sink all over again as he watched them destroy his creation for the second time.

"I'm so sorry." She said without turning around.

"You're trying to distract me with some sad memory." He shouted. Whatever was going on, he couldn't sense any negative emotions from her, at all. "Now answer my questions; who are you and why are you here?"

"I thought you asked 'where are we' not 'why am I here', interesting." she replied, more talking to herself than William and still not turning around.

The young man's eyes narrowed, "That's because", He grabbed the seat turning her to face him, "We're inside my head." He said showing her a set of crimson eyes.

The old woman smirked, "Well, color me impressed. Most people if they don't know I'm doing this to them and neeeeevvvvveeeerrrrr figure it out. You _are_ as sharp as they say." She added giving him an approving smile.

William quickly raised his right hand to under her throat. She could see his arm transform into a creature of Grimm's. she even confirmed his arm's finished transformation thanks to the sharp claws now pointed at her jugular.

"Answer my questions or else!" He glared, eyes red as fire.

The woman didn't even seem phased. More accurately she looked like she was being threatened by a toddler with a stuffed animal.

"You and I both know you can't kill anyone." She said taking a sip from a tea cup that, again, appeared out of nowhere. She set it down on a small plate in her other hand, which also seemed to appear out of thin air, before continuing. "You lack the capacity."

"Lady, if you haven't noticed in the last ten years I've killed dozens."

"No you haven't," she said taking another sip, "You let your Grimm side takeover when it comes times to doing the deed." She stated calmly. "You personally, lack the desire to kill someone. That's why your nightmares scare you so much."

William looked at the woman with a more than surprised expression before quickly snapping back to his aggressive stance, "How does that make any difference. Even if that is true, how does that stop you from dying here."

The woman's face said all too clearly she knew he was bluffing, "Because in here, there is only you. No Grimm side to fall back on, thankfully. I've already managed to block that monster from coming near me." She triumphantly smirked. Though William did note that when she mentioned his Grimm side he finally felt a twinge of fear, if only for the smallest amount of time. At least his link to his Grimm powers wasn't completely severed, but nonetheless he could tell she had somehow greatly diminished it.

He was on his own for this one.

"Besides", she continued, "we both know you're not the villain type, if anything you're more that little kid who always runs to mommy when you're in trouble."

"W-What are you talking about?" William pulled back.

"You get bullied you run to your mommy. You get your Grimm powers, you run to mommy. You get hurt at Beacon, you cling to Ruby, her friends, and Glynda."

"I-I don't 'cling' to them. And I wouldn't say having people try and kill me three separate times counts as insignificantly as 'getting hurt'."

"Please," she waved off, "We both know you weren't in any danger. You've fought and survived MUCH worse. And answer me this; if you don't cling to them, then why don't you try to get close to any other students or teachers? And don't give me some lame ass excuse like: 'I'm still new', 'I just don't want to', or any of that bullshit."

"I-, I try."

"Oh please, you've tried to wrap yourself up in your friend's issues just so they won't notice that you're spending so much time with them and to distract yourself from your own demons."

William took a step back, "Y-you're wrong. I'm not running from anything." He shot back, sounding weak even to himself.

"You're just a scared little kid afraid to let go of his safety blanket."

"Shut up. It's not true." He cried fighting the tears forming in his eyes.

"Oh its true, and what's more you also cling to someone else, but for some reason, you're blocking me. I wonder who it could be?" She pondered aloud. "And why you don't want me to find out about her?"

"You leave her out of this!" He bellowed loudly taking on a more monstrous appearance.

For the first time the woman seemed genuinely angered. "Alright, listen you little punk, it's my job to find out what makes you tick and I've had it up to here with you making my job harder." She yelled back raising her right-hand level a full foot above her head.

Suddenly her expression changed, "Oooohhh, she's a thief, is she?" She asked more amused with her statement than asking an actual question. "I wonder what Glynda would think if she knew your secret. Or better yet, the general."

"I said, LEAVE HER ALONE!" His altered form roared.

"Just give it a rest kid. I'll ruin your life and the lives of anyone else I want to. And there isn't a thing you can-" she was interrupted as William's fist crashed her image causing her and everything around her to shatter like glass. Pouring from the cracks and crevasses is an all-consuming light that quickly envelops the young man.

Blinking, William realizes he is still on the train, in the same cabin he was in, but now he was standing in an awkward pose like his fist had just connected with something shorter than he was. At least that's how his hand felt. It still stung as though he had just struck something. Hard.

Suddenly the door opened and Ms. Goodwitch walked in. "William, you're up, good. We will be arriving at the train station any minute now. Did you sleep well?" She asked as if everything was normal.

William, with a stupefied expression, raised his fist to examine it. It appeared to be just fine. There was no discoloration, scraps, or anything to suggest he had struck something. But again, it still felt as though he had just did.

Adding to the confusion was the fact he felt like he had just lost track of what he was thinking of. He felt it was important, but the more he tried to recall it. In fact, it seemed the more he tried to recall it the more it retreated into the void of his mind.

Not wanting to take too long to respond William decided to just forget about it, "Yeah, I slept okay." He stretched his back. "though I don't think I'll take to sleeping in seats anytime soon." He added as his shoulder loudly popped. "I get too stiff."

"That is why I always recommend my students get a good night's rest in a proper bed." She lightly chortled.

"On a more positive note, I was thinking it's such a lovely day and you and I hardly seem to spend much time together lately, do you, perhaps, want to spend the rest of the day with me?" His guardian smiled.

"Are you sure? Don't you have important thing to do at Beacon?" He asked kind of surprised, but in a good way. As his growing smile would suggest.

"Oh I don't think Beacon would crumble if I am not there for the rest of the day." She jokingly waved off.

William smirked, "I wouldn't be so sure of that. But if you're okay with it, I won't complain." He grinned.

The two got off the train and exited the station. The second William set foot into Vale his eyes flew open as his entire body shuttered. He felt as though he had gone from being in a library to Junior's club in under a second.

Seeing William physically flinch; she knew what was ailing him when their eyes met.

"I take it the reason you wanted to spend time in the city of Vale has something to do with the large number of very angry people at Beacon?" William asked in cross between an if-so-facto manner and a mild state of shock.

His guardian sighed, "The Hand of Humanity, an anti-faunus group, managed to sneak onto Beacon and began protesting your enrollment there."

The young faunus looked at her for a moment then turned in the direction of Beacon before turning back to her, lowering his wolf ears. "Do, do you still want spend time with me?"

She was a little hesitant about what to say, she couldn't quite read his expression. "If that is what you wish."

Regaining a little equanimity, she continued, "I have been instructed to keep you safe until the school grounds are safe again. The Hand of Humanity have been known to employ incredibly violent and detestable methods."

"I see."

"However", she spoke up, "I was planning on spending some time with you from the beginning." She smiled producing a small booklet titled "A Hundred and One Fun Things to do in Vale".

The wolf faunus' ears perked up.

"Well, in that case, I probably should dress up for our outing." He chuckled.

The blonde huntress was bewildered by his statement before William laid his wolf ears flat and his pink hair suddenly grew over them. If anyone looked at him they would automatically think he was just an ordinary young man that may need a haircut. She had seen it herself, but not a single trace of his heritage was even remotely visible.

"How…"

He hesitated for a moment, "I was planning on using this if Ironwood ever decided to try and throw me in jail, again." He fidgeted.

She simply smiled. "I won't tell a soul."

William didn't realize it immediately, but he had begun to trust her more than he intended. He wasn't sure what it was that he felt for her. he _did_ care for her, but the whole "mom"-thing kept popping it up in his mind making it really awkward. Given the mood, he decided to just put it on the back burner for the time being.

After finding that four of the attractions in the book were closed, and they happened to end up next to the Silver Guard Mall and agreed to just do some window shopping. It also helped that William was noticing that Glynda was starting to get frustrated. It's understandable when four of her first planned attractions being closed, but it didn't mean he wanted to see what would happen if her next planned destination was also closed.

The two browsed the various curios displayed as they passed each shop. On occasion, they walked into a store that caught their attention, browsed, but didn't buy anything. It was more just spending time with each other rather than shopping. At least it was, until Ms. Goodwitch stumbled upon a new shop that specialized in porcelain figurines. She paid especial attention to the ones featuring puppies.

This was a new feeling for William, on one hand he was happy to spend time with her, while on the other hand he was beginning to feel a strange fatigue beginning to take root the longer she continued to weigh her purchase options against her weekly paycheck. Never in a million years did he ever expect Glynda Goodwitch to spend twenty minutes comparing porcelain puppy figurines on the same scale as her monthly budget. He doubted anyone would have ever believe, in a million years, she even considered not paying her electric bill to get another six figurines that belonged to a set of the same puppy playing with different children's toys.

He wasn't sure why exactly he felt such substantial relief after they left the store with only three purchases, but he didn't exactly have the desire to complain either. And he was fairly certain she'd be back. He just had to make sure not to tag along.

 _Huh, so this is what it's like to be bored by a mom's hobby_. _Now I get what Jaune was talking about when he said he felt exhausted when his mom takes him to go tea cup collecting at the local market._

He was about to make a comment about how she was acting so out of character, but his stomach decided to save him. a loud gurgle could be heard by anyone within ten feet of William.

He blushed. "William, if you are hungry you should have told me, I'll treat."

"Really? You know you don't have to? What about your budget?"

"I know", She smiled. "I want to. As for my budget, well…", she revealed a black card with the word "Beacon" in silver on it, "I would be remiss as a teacher if I didn't feed a student." She said with a smirk.

William had to forcefully stop his ears from perking up. Even he had to emit he is easily manipulated by food. "Okay."

The two made their way to the food court. William got himself an entire pizza with two orders of bread sticks and three sides of pasta. His guardian settled for a simple chicken salad.

The two lightly talked as they ate; nothing particularly important, just casual chatter. It always seemed to be the small things that seemed to be the most meaningful, at least to William. though, the look in the woman across the table from him would tell anyone she was having a similar thought.

Taking a moment to appreciate it, William noticed a familiar set of red, white, black, and yellow. Before he could even say anything, Yang had noticed them and shouted out to them. "Hey Will, Ms. G, how's it goin'." She waved as her team drew near.

As they got closer William became aware that Yang was the only one out of her usual outfit. She was wearing a strapless yellow dress with a light orange trim. She had an orange bow as a belt around her waist and a pair of black platform boots with black accents. When she stopped at their table he noticed she was also wearing a choker with a silver pendant-like object secured with a yellow lace strap. He felt like he had seen that type of dress before, but couldn't place it.

Looking her up and down, "Yang? Going for a new look or something?" He asked.

"well…-"

"William!?" Blake interrupted as though he was profusely bleeding from his face.

"What?" He asked surprised at her sudden outburst.

Her eyes looked over him frantically, "W-what happened to your ears?"

"Oh, that…" He breathed a sigh of relief, "I'm just using my Grimm power to grow my hair over my ears."

"Okay… good." She blushed clearly embarrassed at whatever she had imagined. While most of the group wasn't clear on what she had feared had happened to him, William had a fairly accurate idea in what she had imagined, even without being able to sense her emotions.

"So…returning to the question at hand, what's with the new look Yang?"

Ruby giggled as Yang just lowered her head into her palm. "Please, just don't ask."

He looked towards the giggling reaper steadying herself on Weiss' shoulder, "Ruby-"

Despite her sister's glare ruby was quick to spurt it out, "Dad couldn't pay for all of the damages so-"

"-Ruby…" The brawler admonished.

"-She's working as a bouncer for Junior!" She sniggered before falling on to the floor and rolling around full on laughing.

"Keep it up Rubes, I be sure to crumble your cookie stash." She warned cracking her knuckles. Ruby instantly stopped, stood up strait, and said "Sorry about that."

The rest of the group could only snicker to themselves.

"I hope that you will use this experience to learn that your actions have consequences Ms. Xiao Long." The emerald eyed woman spoke returning to teacher-mode.

"Yeah, if I'm going to trash a club, make sure they don't have cameras." She mumbled under her breath.

The teacher shot her a sharp glare, "Care to repeat that?"

"No ma'am." She said standing at attention.

Returning to a sneering expression, "Now that that is settled, would you girls care to join us?"

"With pleasure." Weiss said.

The four girls got their food and joined the two and continued to chat. Mainly just commenting about Yang and her embarrassment about having to work for Junior, dressed as the third Malachite sister.

As the group finished eating they decided to leave and just walk around Vale. The sun had already set and the night life was in full swing.

They walked a couple of blocks, taking in the sights, occasionally stopping to window shop. Seeing the people smiling in such a warm atmosphere reminded William of the night he went to buy Dust. Before he had been attacked by team CRDL. He felt himself starting to dwell on the darkness, but let the warmth of the scenery, his team, and his…family bring him out of it.

Suddenly everyone, except William's, scroll buzzed. Taking her out quickly Ruby read it and smiled. "The protestors are gone and we can go back now."

Going back to Beacon to sleep sounded pretty good after the rollercoaster of a day he'd had.

\- later that night in downtown Vale-

In the middle of an otherwise empty parking lot was a parked Trailer that read "Gretna the Great" in big red letters with "Clairvoyant to the Stars" in a smaller font under it in the same colors in front of a purple background next to a picture of a young woman with black hair gazing into a crystal ball. All of which had been faded with the passage of time. In smaller letters on the door, it read: "Know your past, your future and, yourself" on the front door. anyone who saw it would automatically think it was from a carnival.

On the inside of the trailer, the "clairvoyant", dressed in a faded pink bathrobe and matching slippers, plopped herself down the long couch, washed some pain medicine down with a sip of her beer from the cooler sitting next to her, and placed an ice pack on her face.

She had had some rough sessions with people before, but this was the first time someone had managed to inflict physical damage. It was just her luck that the first person to ever to do it was a super strong, even by Huntsmen standards, Were-Grimm of all people.

She was far older than the sign on her trailer would lead anyone to believe. Her skin was long and wrinkled, looking more like it would soon start to fall off of her bones. Her hair was no longer purely black, but mostly a silver grey with a few small spots of black remaining as the vestige of her former youth.

Suddenly there was a knock on the door.

"I'm too sore to get up, either come in or go home!" She hollered to the door.

Testing the door, the knob fully turned and walked in professor Ozpin followed quickly by professor Goodwitch.

"Well Ozzy, what's the special occasion? You usually call be by scroll or send a laky to see me." She said directing her eyes to the blonde next to him.

"Normally" Ozpin almost seemed to grimace.

The old woman smirked, "You still can't stand it when people can tell what you're thinking, do you, Ozzy. Not me twenty-three years ago, not Qrow five years ago, and not William now." She said taking a swig of her beer as Ozpin's brow furrowed, if only for a moment before he calmed himself.

Ms. Goodwitch was taken aback a bit as always, this woman was the only person she had seen to actually managed to get a rise out of Ozpin like that.

The elderly woman turned to the bespectacled blonde, "You're wondering how we meet and how is it I can get under Ozzy's skin so easily, right?" she rhetorically asked.

"Well, yes you know this." She responded without thinking, as though she couldn't help, but answer the question. "Every time we have met I ask you that question and then you don't give me an answer."

Ozpin and Gretna shared a look for a moment, but the grey-haired man yielded knowing all too well she would tell her regardless of his wishes when he saw the woman's smile.

"Given the assignment you've given me, I guess I can fill you in." She smirked.

"Before that, I would like to voice my grievances against you deceiving both William and myself with the stunt you pulled."

The woman only shrugged as she took another drink from her can, "Couldn't be helped, you should know by now that I work best when people don't know I'm messing around in their heads…at least usually." She seemed to hang on the last part.

"Anyway," the elderly woman rebounded, "Like I said, it all dates back twenty-three years ago, when I was doing the same thing I am now- using my semblance to get people to pay me hand over fist." She chuckled. "Now, what I was doing wasn't technically wrong, I mean they literally asked and paid me to do it, but as I have found out that's how a lot of less reputable actions can be described in much the same way." She chuckled even louder than before until she was abruptly stopped by a coughing fit.

After a few minutes to catch her breath, and one and a half more beers, she was ready to continue.

"One day a certain grey haired Huntsmen tracked me down and gave me a choice; either help him when he needs a student evaluated or go to jail. As you know, my semblance allows me to take a person into their psyche and analyze their memories as though it were real. Kinda like those 3D reality goggle things they show on TV. What most people don't know, and your headmaster learned the hard way, is that while I show people only a small amount of their memories, I'm actually storing and processing all of their memories right up here." She said tapping on her left temple. "And before you ask, yes I did get a GOOD look at your boss' mind and let me tell you his life's story is quite the page turner. Especially when he didn't stop wetting the bed till he was fourteen." She chortled again before taking another a sip of her beer to quell the start of another coughing fit.

Before the conversation could go on any further, and his blood pressure got any higher, Ozpin decided to change the subject. "Can we please return to the reason I originally called you here, PLEASE?"

"Alright, alright. Oh and Glynda remind me later and I'll tell you about the time Ozzy and Jamie got drunk and put underwear on an Ursa so he could give it a wedgie." The elderly woman teased.

"Please only refer to me as professor or Ms. Goodwitch, thank you very much." The platinum blonde commented trying to suppress her desire to hear that story, but still trying to covertly signal to the other woman.

It wasn't clear if Gretna got the message or not. If she did she did not show it.

"Yeah not gonna happen, Glynda." She sipped her beer.

Before Ms. Goodwitch could say another thing the elderly woman continued, "gotta say that William kid is one hell of a confusing one."

"What do you mean?" the blonde-haired woman asked with more emotion in her voice than she intended.

Gretna picked up on this almost instantly but simply said nothing.

"In all honesty, I've seen a lot of kids who haven't even been through a third of what this kid's suffered through who have turned out ten times more fucked up than he is right now."

"I told you that William is fine. He isn't the monster people think he is." The Goodwitch shot at Ozpin. She wasn't entirely aware of it, but everyone else was well aware that her maternal instincts had already kicked into high gear.

The old clairvoyant frowned a little, "I didn't say that. I said he isn't _as_ fucked up as some of the people I've seen. You have to remember I've had clients who were murders, human traffickers, White Fang radicals, and so many, many more. I never said he wasn't fucked up." She sighed taking another long mouthful of her beer.

"You think his mind wasn't screwed up just because he is strong willed, but it couldn't be further from the truth. That kid went through hell and like anyone and everyone else, he needed to grieve, cry, and come to terms with what happened. At least that is how you normally get over a traumatic event. But, William didn't get the chance." She paused to finish off her beer and pull another one from the cooler next to her on the couch to start on it.

"I'll give him this, he's a bright one, but that's about it. He understood that if he grieved he would have died in that valley. So he repressed all of it." She said pausing to take yet another long sip of her beer.

Both professors weren't sure if she needed to numb herself that much or if she was possibly Qrow's long lost mother.

"He survived, but this acted in stagnating the coping process. He repressed all those negative emotions for so long that he can no longer handle them all. It never went away and with every new trauma, he had to suppress more and more. I think he's already told you this, but just in case you forgot, the emotions he has been suppressing all this time are flooding out and there's no way he, or you for that matter, can handle it." She said giving a sharp glare at Ms. Goodwitch.

The two women stared daggers at one another for a few moments before Gretna continued.

"As if the poor kid didn't have enough problems he has to deal with everyone else's. Those Grimm powers of his make the drawbacks to my semblance look like nothing at all; at least I can turn mine off."

"I'd probably shoot myself if I were him. I mean a teenage kid has enough shit to deal with under normal circumstances. Puberty, hormones, other teenagers, etc. But William, he's got his past, those ten years of repressed emotions bursting at the seams, and to top it all off he's got to deal with the pimpled, hormone-fueled anxiety of an entire school of snot nosed brats. And that's not counting the stuff from the other schools, so that's four schools' worth of pimple cream-soaked issues." She counted on her fingers. "If I was him, I'd have killed myself already. Then again, if I did it I would probably have as hard a time as he did."

Trying not to notice the troubled look on the deputy headmaster's face, Ozpin was the one to inquire, "Are you implying what I think you are?"

"Oh come on Ozzy, it should be obvious. But if a 'molder of young minds' can't figure it out…"

The two stared at one another for a moment before Gretna yielded.

"Then I'll have'ta spell it out for you." She spat as Ozpin raised his arm preventing Glynda from advancing. "That kid tried to kill himself so many times that he gave up on it. Those powers kept him alive, but also extended his torture."

Glynda's brow furled, "There is no way William would try to kill himself!" She lashed out. If not for the fact it was an abandoned parking lot at night, there would be no way someone didn't hear her.

The elderly woman on the couch felt the edge of her mouth draw down further, "Are you really that blind?!" she spat back.

"Do you honestly believe that someone, anyone -especially a kid- could go through that kind of nightmare and come out okay?"

The blonde huntress took a step back, "I, I…no, but-" She had thought he was too well adjusted at one time or another, but after William's explosion after he was captured by general Ironwood she had forgotten her doubts. At least until now.

"If you care about him, don't look away from the truth or you could hurt him and yourself." Gretna said in a more solemnly tone. With that even her expression began to change.

Glynda just seemed to stare, frozen in place.

"Do you believe he is suicidal?" He asked with the woman standing next to him having trouble even comprehending that William could attempt…suicide. She would never like to agree with Gretna, but the things she could erudite from her time with William told her that what Gretna was saying was the truth. No matter how bile the thought felt to her.

"Right now?" She posed, returning to her more neutral state, "Hmmm, I'd say probably not. Getting him out of that valley, making friends with Ruby and her bunch, basically telling Jamie to suck it," She gurgled, "and accepting his Grimm side are all steps in the right direction. Just don't relax yet." She quickly added sensing Glynda was about to breathe a sigh of relief.

"That kid has a loooonnnng way to go and all those emotions are still swirling around in him as he tries to make heads or tails out of them all. Odds are this is the calm before the storm. He's still holding on to a lot of anger and rage towards Feign Village, not that I can blame him, and a whole lot of other issues. But that kind of unvented emotion can be toxic even if you don't factor in his Grimm side."

"Is there anything we can do?", the platinum blonde came back to life practically pleading. Her eyes showed she was serious in helping her ward.

The elderly woman looked up at the ceiling for a moment, "just do what you have been doing." She shrugged. "If he needs a shoulder to cry on, lend it to him. If he's being a brat, smack some sense into him." She then turned to face Glynda directly, "You want to be his parent, then just do it. Simple as that." She smirked.

"Oh, and watch out for when he pulls a fast one on you." She added out of the blue.

The two looked at each other again. "What do you mean?" It was Ozpin's turn to ask.

"In my line of work, it's called reading suckers, but for normal people that's just reading small facial movements. For William, he picks up on slight changes in people's negative emotion." She said taking another long sip.

"Though, I don't think he does it intentionally. I think he wants to talk to people so badly, that he does it as a type of self-preservation."

"Are you sure?"

The woman on the couch raised her hand not holding a beer and teetered it sideways in a so-so method.

"Is there anything else we should know?" Ozpin asked.

The gray-haired woman put a finger to her chin like she was thinking, but the two hunters knew she was doing it to just annoy them.

"The thing that I'm worried about is his Grimm powers. That… _thing_ , how anyone could can survive it is beyond me. I barely spent ten minutes with it and I was almost devoured by it before I locked it up."

The two still standing shared the same concerned look. "Does that mean William's Grimm power has been suppressed?"

"Not quite, I was only able to isolate it while I was in his head."

"What do you mean?" the gray-haired huntsmen queried.

The normally cranky clairvoyant seemed to be trying to force herself not to shake before opting to use liquid courage to help settle her nerves. Just seeing her like that told them that for once she may have actually, truly, needed that drink.

"I've seen some really fucked up stuff in my life Ozzy. I mean just…so fucked up. I've been scared. Hell, I had to contain the alter ego of a deranged serial killer with multiple personality disorder. But…I don't know what could have happened to me on this one. When William slugged me, it disrupted my semblance- which by the way has never happened before- and afterwards…there was no way I could get that thing under control again. Hell, I got lucky it didn't notice what I was doing until I had already trapped the damn thing. Otherwise I might have had my mind shredded by that monster."

Wearing a troubled look, the caped woman ventured a theory, "You make it seems as thou William's Grimm powers have a mind of their own."

"It might." She moodily supposed before the three went silent.

"Normally, when I look into someone's mind I can roam free within their psyche while they watch some of their memories play in front of them. But William, that kid can actually resist, no repel, that kind of ability. Most likely from dealing with that monster of his all these years. From what I can tell, he has always had to prevent himself from being consumed his darker feelings. Ten years of doing that every moment of every day, he managed to keep me from more than anyone has ever. Even Jamie wasn't anywhere near that much of an emotional tight ass." She chuckled at herself reaching into the cooler for yet another beer.

"So, you were not able to access all of his memories?"

She took a long sip of her drink before coming up for air again, "This was a first Ozzy, but I managed to get a lot out of him, but somehow he kept things from even me. Especially the stuff he is afraid people find out about."

Glynda's eyes narrowed a little, "What could he possibly have to hide from us?"

Gretna made a disappointed expression at the deputy head master, "well, let me answer your question with more questions. This is the stuff I _did_ manage to get before he boxed me, by the way. Why was William so friendly towards your group when he first met you and why did he change his mind about becoming a Huntsmen so easily?"

-Meanwhile in Vale Maximum Security Prison Men's Wing-

"Chronic you bastard, why do I have to keep coming to see you every goddamn time a faunus inmate is attacked?" The warden grumbled as he approached a jail cell with two armed guards posted in front of it.

"What can I say", he raised his bound hands theatrically, "I see a dirty animal I put it down. It isn't my fault you let animals into your jail." He taunted bound with metallic gloves with blue accents chained together. Given that Jasper's semblance was to use his hands to supper heat whatever he touches until it explodes, it was a necessary countermeasure to have him restrained, curtesy of the Atlas Military's mobile lab on general Ironwood's personal ship.

Vale's prisons had held some of the worst of the worst, but even then, they at least seemed to have a method to the madness. But Jasper, and to a lesser extent Iris, seemed completely devoted to getting themselves incarcerated for life and probably wouldn't even stop until they were given the death penalty.

"And you think that justifies melting through your cell, assaulting four guards, breaking into the cell of two inmates, to kill them for being faunus?!" The warden bellowed.

The young man smirked, "That sounds about rig-" he was cut off as a guard brought the but of his rifle to the back of his head knocking him out.

"Lock this psycho in solitary confinement until further notice." The warden ordered.

The guards dragged the unconscious teenager into solitary confinement. It was a small brick room painted grey with a ceiling at least two stories high with only a single bared window at the top of one of the walls. There was only a small bed, a sink, and what might have been considered a toilet, if you consider a hole in the ground with a roll of toilet paper next to the hole a toilet.

They tossed him onto the floor and left after triple locking the door. what they could not have known is that as soon as they left, a piece of paper gently fluttered from the impossibly high window, landing squarely in Jasper's hand.

What he could not have known is at this same time in the women's side of the prison, Iris had received the same exact letter only to find it read: " _With love -P_." Followed by a bizarre kind of black circular drawing. Jasper had no idea who "P" was or what the diagram meant, so he just tossed it aside and went to sleep. Iris did much the same, but felt the drawing kind of reminded her of Weiss Schnee's glyphs or that weird defensive barrier Ms. Goowitch demonstrated during their first semester.

-meanwhile at Beacon student dorms-

The raven-haired woman sat on her temporary dorm room bed, flicking through her scroll.

"Where you successful?" she asked not even looking up as a green haired young woman entered the room.

"Yes ma'am." She answered at attention.

"Good. And what of Mercury?"

"He's in the cafeteria getting your dinner order."

"ah, yes. Very good." She said trying to hold her composure while realizing she was hungrier than she wanted to let on. _Never show weakness of any kind_.

"And what of the protesters?"

Emerald smirked, "It went exactly as you planned. The bimbo's mouth was all we needed to find a way to keep William away from Beacon for the day."

"Yes, though there is still the matter of our friendly Were-Grimm." She paused placing her finger on her chin. "Tell me Emerald how have your interactions with him been?"

"Um…difficult. But I- I mean we- can totally handle it." She quickly added.

The older woman finally looked up from her scroll, "Was he able to gleam anything of value?" she asked, her golden eyes displaying more heat than before. Emerald knew depending on her answer that heat might be burrowing through her rib cage.

"No, I do not believe so…but…"

"But, what?"

"He knows about my past as a thief. And that you got me off the streets."

"Does he know of your semblance?"

"No. When Mercury and I were having lunch with team RWBY on three separate occasions, he fell for my illusions. Also, he might think he's going color blind." She added nervously.

Cinder seemed to relax a little. This caused Emerald to do the same, until she continued. "And what of his Grimm form, can you affect it?"

"I still haven't been able to get a chance. The only time he uses it is when he's training with his team locked in a private room or when he's being attacked."

"I see. Thank you Emerald, that is all I needed to know. We will proceed with our plans regarding William as before."

* * *

 **A lot of tying up loose ends there and starting a few more. I want to give a big thanks to LongSean22 for letting me use his OC organization the Hand of Humanity, you can check it and his other great works on DA. I would also like to put a spot light on SuperKamek, here on this site, their carny clairvoyant from their fanfic Oreonna and Friends One-Shots was the inspiration for Gretna. One of the things I always hated about fanfics is how they made the OC have this Mary Sue-like feel and have no real character flaws or much of a personality for that matter. Especially with RWBY OC's, it's usually a wolf faunus with a dark, but cliché backstory that somehow seems impossibly well adjusted despite the supposed trauma. So, when I started this fanfic, I had a crazy idea, what if it starts out like that, and then I have the holes in the façade come to light. I'm so excited at what comes next. Also, I had to have Cinder in on this, I mean a Grimm werewolf, how could she resist. But she knows he can sense negative emotions, so she must tread carefully. So what does she plan to do and what does this mean for him or Heater and her plans for William? You'll just have to stay tuned to find out. Also, before I forget, I'd like people to PM or comment ideas for William and Neo's pairing name. I have a few ideas, but I really want to hear from you guys. As always, if you like my work please comment, every comment helps me improve. And if you really like my work, please support me on P A Treon. Link on my profile.**


	14. Chapter 14: It Begins

**Hey everybody, I'm back and for once, I managed to release a chapter ON TIME. I thought what better way to celebrate a new volume than a new chapter. I'm still surprised I managed to pull it off. Good for me. Also, it appears I can't go ONE chapter without going off script in some way… so yeah, that's a thing. This, hopefully, won't change things up too much.**

* * *

Chapter 14: It Begins

It was early in the morning with only a few students crowding around the entrance to cafeteria waiting for it to open and serve breakfast. William sat on a nearby bench trying not to frighten people with how much his stomach was growling.

Whether it could be classified as good or bad, the students within earshot of his gut's roars for food weren't as scared or timid around him as he thought they would be. Well, some did take a step back, but probably due to the fact his stomach's growls were closer to a Beowulf's howl than that of a normal stomach. Others just seemed to nod in understanding. The rest ignored it and just remained at their place waiting for the doors to open.

He tried to rub his eyes to break them out of their habit of trying to close on him. Despite years of dealing with the negativity of Feign Village- a place he would generously call the most negative place in the world- he was not used to being in such close proximity to negative emotions. The fact he was in a school for of teenagers would weigh on him normally, but the anxiety of the upcoming Vytal Festival was really starting to take root- and fast. Though, strangely, it wasn't so much the fighting as the fact they would be fighting in front of the entire world.

Apparently killing nightmarish abominations and fighting radical superpowered terrorist was easy, but put them in front of an audience and you have a problem. Whether it was having enough Dust, if they did their weapon maintenance, or if they could figure out what their semblance was before the tournament- apparently Jaune wasn't alone in that situation-, but it all boiled down to not wanting to embarrass themselves in front of the entire world. Or at least certain people in particular.

Apparently, a few huntsmen- Cardin namely- have some rather judgmental parents.

William never thought he would ever feel pity for him of all people.

It also appeared that there were a surprising number of huntresses concerned about what their parents might say about their choice in combat attire.

Then there were also the events that happened yesterday still fresh in the student's minds.

William still felt unexpectedly mixed about how the students acted around him and more specifically those he could sense within his expanded range. On one hand, there were plenty of people who still feared him, especially after the protest yesterday. Something he was WELL aware of. Given the number of anti-faunus pamphlets filling every trash can in Beacon. It wouldn't have surprised anyone that a few would at least look at them. Though the ones that worried him were the ones he couldn't sense, those who were a little too interested in him, or more specifically his bowls and genitalia.

Seriously what the fuck!

Though if he was being honest, the number had decreased. But, only to be replaced by people questioning his choice to look like he stuck his head in a cotton candy machine.

Despite the two extremes, it felt as the middle group was beginning to accept him as he was. Though from what he sensed last night and this morning, that that camp had deteriorated. Doubt was a powerful thing.

He could sense that many of them didn't exactly believe what the Hand of Humanity had spouted, but that minuscule bit doubt was nonetheless already implanted in the back of their minds. Something William was very sure he would have to watch. For many people, they have been conditioned to fear Grimm as a survival mechanism since ancient times. It's perfectly understandable, the creatures of Grimm literally want to end humans and faunus along with everything the built and/or hold near and dear. BUT, the Hand tied that fear in with William and with faunus in general. Something he detested. The mere thought of their twisted logic brought on memories of Feign and a gut full of bile to match. If he could get just two seconds alone with their leader, he'd rip off his head, eat it, just to shit down his-

 _Stop thinking about THEM!_ William mentally warned himself as he took a deep breath to calm down.

The last thing he needed to do was accidentally transform, even partially. For a moment, just for the briefest of moments, he felt his eyes twinge red and his fingernails sharpen into claws.

It would only hurt his image even further if he lost control in front of people and more importantly… he was just too damn hungry for any of the ensuing chaos.

If he didn't give them a reason to believe he was a threat, then all would be fine. The seed of doubt would never sprout and just wither and die. However, given his luck since coming to Beacon…well more the rather extreme duality of it, it would probably do him a favor to actively try not to cause any kind of incident. Then again that wasn't the only factor not in his favor.

Surprisingly, the second and somehow more prominent reason for the other students were still being wary of him was the team he had been assigned to; Team RWBY. In just the time since he had first met them, they have been known to cause more than a little unrest among the student body. Between Yang destroying what are -were- apparently very liked dance clubs- some twice-, her friendship trademarked with the destruction of private property with Nora, Ruby's hyperactivity devolving into some kind of hysterical debauchery usually involving her whole team, and Blake's big reveal causing some pretty substantial controversy among the students- both faunus and human alike-; it wasn't that hard to see why. Even Weiss had more than a few people cautious of her. Apparently, somehow, someone got a partial viewing of Weiss freezing and then threatening William earlier that week- thankfully, they couldn't hear the reason.

Gods know what Weiss would do to them if they had found out her secret. Unlike William, they probably can't regrow their bones and organs.

Then again, it could have been worse, there was a rumor that any guy who tries to ask her out is forced into public humiliation with hidden snipers aiming for them. Supposedly the last guy had to dance in a dress for the whole school to see.

That wasn't even to mention the other rumors about his team he had been hearing since coming to Beacon; blowing a hole in front of the school on their first day, along with team JNPR they destroyed the cafeteria in a food fight, and may or may not have been involved with a giant robot battle on a busy highway. The Beacon rumor mill turned twenty-four hours a day and team RWBY was its favorite subject. Somehow though, he didn't have that much trouble believing most of them.

To a lot of people, at least to how William sensed their emotions, they viewed team RWBY getting a Were-Grimm in much the same way someone might view giving a child who likes to start fires a gallon of gasoline and a flamethrower.

It also amused the wolf faunus how some people were actually _more_ afraid of Ruby on a sugar rush than him. Nevertheless, he could kind of understand it. the last, and only, time he would ever agree to help catch a sugar-buzzed Ruby ended with him being run over by a honking little reaper before falling off Beacon cliff. (jwrite: yes, I made a looney toons joke, deal with it)

Speaking of the red reaper… _Ruby said she and her team were going to rest today before meeting up for the opening ceremony. So, I guess they are just going to sleep in. More for me._ He smirked, perfectly timed as the doors opened and the smell of the hot breakfast wafted out.

 _But what I'm really looking forward to is the post-ceremony food,_ he licked his lips.

 _And I think they mentioned fireworks…I can't remember the last time I've seen fireworks. I always heard them from the valley, but I could never see them from inside it._

As he walked towards the cafeteria, half ready to sprint, a wave from a familiar monkey faunus and his team caught his eye as the waved him over as they headed inside.

He was hoping to see Jaune and Pyrrha, to see how things had gone on their date, but team SSSN was good for a laugh or two. And he could finally know what Ruby's secret method to break the news to Sun was.

What the wolf-faunus didn't notice, was that six sets of eyes were focused on him.

It seemed like things were finally starting to pick up for him. It really did.

Now…now not so much.

Sure, he still had to lie to everyone and keep quiet about… well a lot of stuff; Neo, the fact he had killed Ruby's mother, Weiss' crush on and desire for a three-way relationship with two of her teammates, that he was the one who ate all of Weiss gourmet chocolate almond biscotti cookies and blamed Zwei, that he accidentally dropped Jaune's hoodie in the toilet and never told him…oh and that he was keeping dismembered Grimm parts in his closet.

That last one wasn't for the malicious or psychotic reasons most would have thought. For the Were-Grimm, it was no different than keeping a couple bags of chips in his room in case he got hungry. Even if he did have to cover up the severed heads. As much as it might surprise people, but even for someone who literally eats Grimm for breakfast, walking into a closet and seeing a decapitated Beowulf head staring back at you is was waaaayyyyy too creepy. Especially first thing in the morning.

Returning to the matter at hand, William now found himself walking down one of Beacon's overly long and, especially at times like this, ominous hallways with Ms. Goodwitch to his left, Ironwood to his right, and a half-dozen or so soldiers behind them. all of whom were doing everything they could to keep their emotions in check.

One soldier was even faintly humming that 'Shape of You' song.

Not William's first choice songs to keep calm by, but to each their own.

It had all started innocently enough; he was eating at the table, talking with team SSSN. It seems that Ruby's "secret plan" of breaking the news about Blake and Yang to Sun was to just tell him.

Oh how could he not have thought of that? Honesty, he shouldn't have been surprised, but couldn't help but shake his head and smirk.

And then suddenly Atlas soldiers filed into the cafeteria surrounding him.

"You students move away" one of them shouted. "And you stay where you are." He looked at William.

Before Sun could object, his teammate, William believed his name was Sage- the green haired guy-, put his hand on his shoulder and swayed his head. The blonde grit his teeth, but moved away as the remaining soldiers circled him.

He could sense they were ready for a fight. Additionally, - and if it was in a different situation he would find it funny that-, thanks to their well-organized military minds, he could tell they had been briefed on how he fought and what he was capable of.

Thank you, general Ironwood.

Before coming to Beacon William might have thought nothing of it. In his numerous battles in the Valley of Grimm, he had grown quite confident in his abilities that he could take on anyone. And if he was wrong, then he could just escape and try again later as always. But after sparring with team RWBY on and off for the last week, his bouts with Pyrrha, the Ironwood's students for his entrance exam, not to mention his fight with Neo, he had learned that those self-proclaimed huntsmen who wanted to collect on his bounty were little more than just that. Self-proclaimed. He had seen true strength and skill up front, some of which would have ended him several times over if not for his effective Grimm cheat, and he knew that there were even higher peeks still to come as seen when Ms. Goodwitch blew up a dozen Salamanders with just her mind.

Looking back, the only reasons he faired so well against the teachers and their teams of students sent to the valley was because more than half the group was out of commission due to the poison he had used, and thus needed to be protected, dividing the still active group's attention, and that he had the element of surprise that he had implemented with repeated practice. Though, it also probably helped that they thought he was only a smart Beowulf instead of a Were-Grimm.

These soldiers were different than the huntsmen wannabes he had faced before. They weren't as strong as he was, but he could tell by the way they approached that they weren't strangers to combat.

Still, there was some hesitation. Faint though it may be. Repressed worries about involving other students in the fight, where William's eyes fell, and a plethora of the bizarre rumors that had showered all over not just Beacon but the city of Vale thanks to Beacon's, apparently, infamous rumor mill.

Then walked in their boss, general Ironwood. Looking as stoic and yet somehow simultaneously pissed off as ever.

 _Iron-dicked asshole_.

Walking quickly to catch up to him was William's guardian, possibly in more than one sense, Glynda Goodwitch.

"James, I told you we can do this peacefully."

The tall man only slightly turned his head, "This _is_ peaceful… as long as he doesn't do anything." He added arms crossed, ready to grab his gun should he need it.

Turning his full attention to the young faunus, "We need you to come with us."

William looked towards his guardian, "I'm afraid general Ironwood is correct this time. There is…there is something we need to discuss with you in the headmaster's office."

Weighing his options William came to only one conclusion, "Okay, let me just finish eating."

"We mean now." The general said clearly forgetting William's fabled eating pace.

The young man smirked, "Okay." He said taking hold of his lower lip with his right hand as everything below his top lip morphed into that of a Beowulf as he stretched the skin and bone like it was rubber. A couple of soldiers took a step back and one or two of them covered their mouths like they would puke. Using his left hand, he lifted his tray dumping its content into his mouth before letting go of his grip and he began to chew at a rapid pace. Ms. Goodwitch estimated it to be at least a hundred and fifty chews a second.

Setting his tray down looking rather content, his throat made a jerking motion before he spat out his plate, landing squarely on the tray. He repeated this process with rapid fire as the three other regular plates, four smaller side plates, two cereal bowls, and finally his silverware were now neatly stacked on top of each other somehow almost sparkling clean.

Seeing this a few students clapped in light applause.

The next few moments are… _hazy_.

He could have sworn the general had insulted him. From there it just seemed to rapidly escalate.

He felt his eyes turn red and then…and then…nothing. Almost like sections of the film were removed as the general's expression went from angered to… well anger, but more of a confused anger than anything else.

What the hell happened?

The general had gone from practically begging him to hang him with his own entrails to complete confusion mixed with a defensive stance and his hand on his pistol.

There was a very confused moment for what felt like an eon, but it was probably only two or three minutes.

Not wanting to press his luck or the issue, William acted as though he simply misheard what the general had said and that it was all just a misunderstanding.

Ms. Goodwitch and his soldiers were eager enough to accept it in lieu of fighting. The general, however, despite saying he accepted it, clearly did not.

Nor did William for that matter, but he could even explain what just happened lit alone convince them of it. And why could he remember a golden colored flame?

This brought about the awkward and incredibly heavy silence they were all feeling as the finally made their way to the headmaster's office. Honestly, William might have been happy just to have someone shooting at him as opposed to this. Especially since he and Ms. Goodwitch kept glancing at each other only to quickly look away when their eyes met.

-meanwhile at team RWBY's dorm-

The four huntresses were sleeping peacefully, after all the training and stress of the exams then followed by the early morning to late night practice sessions Weiss had been so insistent on, the four girls were understandably tired.

If Yang had her way she would have fused with her bed and slept for all eternity in the comfy sheets.

However, like a lot of life, she didn't get her way as a thunderous pounding erupted from their door. "What the Hell?!" the sleeping dragon roared, eyes already glowing crimson, ready to murder the fool dumb enough to disturb her slumber.

As her other teammates began to rub the sleep from their eyes Yang had already crossed the room, Ember Celica drawn on her right arm, and flung open the door "WHAT!"

The imminent dead men, were none other than team SSSN, with three of their members now a fair distance from their leader as so not to die.

"Don't shoot! Don't shoot!" Sun pleaded hands up, his blue ice colored eyes melting before the inferno orbs of rage before him.

"You have ten seconds to explain why I shouldn't break you." Yang threated, cracking her knuckles like a cinderblock crushed by a sledgehammer.

Sun visibly gulped, "It's about William."

Ruby, now fully awake, moved in front of her sister, "What happened to William?"

…

After explaining everything to them, team RWBY got dressed and began making their way to Ozpin's office with team SSSN following behind.

"How can he do this, just who does Ironwood think he is?" Yang growled as they almost sprinted down the halls.

Blake rushed to get beside her partner, "Yang, calm down. I know how you feel, but if you go in there like this you are only going to make things worse."

"I know, I know." She reassured taking a breath. "I just can't help but be angry. It seems like every week Ironwood's got some new stick up his ass."

Blake had seen this happen before. Too many of the people she had looked up to and known had been singled out; labeled and treated with content…treated as monsters.

…and the kind of changes those labels can have on someone or those around them.

As the two teams entered the first floor of Beacon tower approaching the main elevator leading to the headmaster's office opened to a discernably irate Were-Grimm.

The eight students moved to greet him but slowed their progression when they sensed the malice he was permeating.

"Will-", Yang began as she met his glare. "-iam. William," she corrected.

"Are you okay?"

Both of his eyes were literally glowing blood red. "I need to go kill something." He almost snarled grimily as he tried walked past them.

No one said anything, but everyone hoped he wasn't talking about people.

Being the leader, Ruby rushed in front of him, arms stretched out to show him he wouldn't get past her without her permission.

The two faced off, Ruby giving the sternest face she could make.

William closed his eyes and exhaled a hot breath that could have peeled paint before taking in some air through his nose. To Ruby, it seemed everything about him was anger.

Taking that as the queue to begin speaking, "What happened in there?" she asked seeing his eyes somehow turn even darker shades of crimson as the words left her mouth.

"Ask them!" He thundered trying to move past her only to have the red hood quickly move in front of him.

"William, we're your friends. You can talk to us."

"MOVE RUBY!" He roared.

Ruby felt her eardrums shake but stood her ground. "No."

"I won't move until you tell us what happened in there."

"I…they…GAH!" he shouted as he disintegrated into a cloud of Grimm ash before swarming past Ruby and out the building.

As on cue, the elevator opened revealing a very exasperated and worried professor Goodwitch.

"Ruby!" she shouted practically running over to the group forgoing her usual dignified walk.

"Has William passed by here?" she asked eyes search everywhere for a clue to her ward.

"What happened?", Yang asked. "William came rushing by us saying he was going to kill something, looking mad as all hell."

The sorcerous sighed in disappointment and quickly looked around, "Follow me." She waved before leading the teams, "Only team RWBY, gentlemen." She halted team SSSN.

Blake looked towards Sun, "It's okay Sun."

As the five moved into a narrow side passage the professor turned around to make sure they were alone, "What I am about to tell you must not be repeated."

"We promise not to speak a word," Weiss assured.

The older woman made a sterner expression, "I meant it girls. If any of you leak a word about this you will not only be expelled but also face potential imprisonment."

The four huntresses-in-training made an owled expression, "We promise." They said with a nervous pop.

"Iris Ammolite and Jasper Chronic were murdered last night."

The four girls gasped, "I thought they were locked up?" Yang blurted out.

"Indeed, Miss Xia Long, the two were locked in a maximum-security prison designed specifically to contain rogue huntsmen and huntresses or those of a similar caliber."

Blake was the first to physically show that she figured out where this was going. Though all of them probably had an idea. "You don't think William killed them, do you?"

"Personally, I do not. However general Ironwood and the council have a strong inclination that he did."

They all knew that would be the case. The general has always seemed to have a chip on his shoulder when it came to their teammate. They had come to accept it at this point and come to expect it. In their minds, William could sneeze on a public sidewalk and Ironwood would have charged him with chemical warfare.

But the council…well, they weren't really sure. The council rarely did anything outside of huge problems like Grimm breaches, acts of terrorism, and the fact that most of the insurance companies insuring Dust stores are going under. But even then, it was minimal effort.

Yang's hair started to flare up, "How can they even think that William killed them?"

The older blonde hesitated for a moment, "The marks on their bodies and their rooms were distinctly similar to that of Beowulf claws."

"You can buy novelty Beowulf clawed gloves at the mall!" she flared up.

It was the heiress' turn to raise her opinion, "And? What about other inmates? Where were the guards? How would he even know where to find the prison?" She asked giving off both her composed presence and angered self.

She had never fully been behind William coming to Beacon and had expressed this to her team more than a few times, but even she had grown to at least sort of like him as a friend- it definitely didn't have anything to do with him helping her with Blake and Yang.

"While William made the same point as miss Xia Long, it wasn't enough to persuade the council. Jasper Chronic was in solitary when he was killed so there wouldn't be any witnesses. However, I share miss Schnee's concern that Iris was killed and there were no witnesses."

"But that still doesn't even explain how William would even know where they are." The whitehaired girl reiterated.

"Unfortunately, the general proposed a plausible explanation. His argument is that William read the negative emotions of others, namely soldiers and faculty, as a means of gleaming their location."

"That's bullshit!" Yang burst. "He was sleeping next door to us all night."

"Regrettably, William has proven that he is more than capable of escape, evasion, and on more than one occasion, has proven he can be violent." She stated, feeling a sickening lump in her throat.

"How can you even say that you're his guardian. He looks up to you like you're his mot-"

"-MISS XIA LONG!" she screamed as the four saw her doing everything in her power to hold back the water building in her emerald spheres.

"I DID-" she sobbed before righting herself, "I did everything I could to argue on his behalf and that is why he isn't jail like James wanted.", she choked. "However, William is to be banned from even entering Amity Coliseum. Officially, we are going to have him say that he has trouble with the emotional feedback from so many people. Additionally, he is to be under direct supervision until such time that things can be sorted out, but they've already made their minds up...", the dam began to break as tears started flowing. "The council believes Ozpin is incompetent and Ironwood is the one who knows best…if nothing is done…" she began to sniffle.

Glynda tried to maintain her usual calm and rational demeanor, but every time she tried to build it back up, it would just as quickly crumble. It may have been James who had been yelling and throwing accusation after circumstantial accusation, but the one who probably hurt him the most was her.

She wanted to believe everything he said, but Gretna's foreboding warning made her doubt her perceptions of him. As well as her ability to judge him. It was when William picked up on this internal conflict that she saw his heart break. He asked her if she trusted him, desperately reaching for a hand to save him, and she had hesitated. The look he gave her was the kind a parent would see from a small child who just heard them say they hated them flatly to their face.

"I'm sorry. We tried to get William to tell us what happened, but he just rushed by us- saying he was going to kill something."

"What!?" she gasped.

Suddenly her scroll began to buzz. It was a live feed sent by Ozpin.

She expanded her scroll to its full length, the size of a clipboard. The video was being sent from the hidden cameras in the Emerald Forest. On the screen, everyone watched as one familiarly unique Beowulf was voraciously and savagely ripping his kind to shreds as their body parts literally rained from above.

"Well at least he's killing Grimm, right?" Yang tried to make light of the situation, but no one really saw it like that. When William had lost himself to his hunger for Grimm, that was one thing, but this…this was something else entirely. There was no reason other than sheer anger. They all knew immediately that he wasn't fighting with any kind of strategy, plan, or rhythm, it was plain and simple carnage.

But what was most concerning was the fact that the creature they saw on the screen didn't even have an iota of presence that it was ever anything other than a monster. A monster that was more a monster than the Grimm it slaughtered. There seemed to be no trace humanity as though William's rage -in all likelihood- had consumed him entirely.

The blonde brawler felt her nurturing side start to take over as she felt a sense of deja vu, "If we're lucky then this will be like when Ruby had a tantrum as a kid and he should just tire himself out."

"Yang I don't think a rampaging Were-Grimm equates to fretting hyperactive Ru- well you might have a point." Their fencer prosed as a finger rose to her chin in contemplation.

"You guys!" Their leader blushed trying not to, and failing, to keep them from noticing her reaction.

"well, how long-"

"-No, don't say it," Ruby ordered pointing to Weiss.

Her older sister only grinned as the heiress clearly missed the joke, "What, I'm just asking how long-"

"-No."

"-would it-"

"Weiss Schnee, I am warning you!"

The usually quite Blake would be the one to ask it, "How long could it take?"

-four hours later on the edge of Beacon cliff-

"Gods dam- darn it." Ruby 'cursed.'

"I'm beginning to think that we should start carrying around lawn chairs." Yang shrugged as they watched another Beowulf had its limbs ripped off. "I mean if this becomes a regular thing, it might be a good investment."

Ignoring Yang, their teacher was the one to remain calm, "Most likely William's anger is being exacerbated by his Grimm side drawing in more Grimm." She was a fool to think this would be like any other times a teenage boy went on a Grimm killing spree just to blow off steam.

"You girls go to the ceremony, it starts in half an hour and you need to get in place."

"That's probably a good idea." Weiss agreed. "If this is anything like last time, we still have a few hours to go. I had no idea he was so angry." Despite saying that, she felt a pang of guilt that she might have had some hand in it. given the whole freezing and threatening him thing. As much as she would have denied it, she also understood the anger to lash out after finding out a parent didn't trust you.

"Okay…" Ruby begrudgingly agreed, "-But the second anything happens please tell us."

"Thank you, Ruby. I promise when he calms down I'll notify you." Giving them an honest smile they rarely got to see.

"Yeah."

As she watched the four huntresses walk away she couldn't help but worry about those others watching William's rampage.

"You see Ozpin, the second things get bad for him he goes on a rampage." Stated the tall man with the white jacket.

The grey-haired man sitting at his desk only raised an eyebrow, "James, I'm not sure what you saw during our meeting with Mr. Beorthwulf, but what I saw was you accusing him of murder with only circumstantial evidence followed by baseless accusations and even suggesting that he poses a danger to everyone he cares about." He said calmly taking a sip of his mug. "As I'm sure your well aware, being a headmaster yourself, that though we train them to be the next protectors of the world, they are still children. Children, generally, when confronted with such things either break down crying or lash out in anger. While Mr. Beorthwulf is indeed a special case, he is still only sixteen- a year younger than most first years. For him to be able to direct that anger in a safe direction shows a good deal of control. Unlike a certain someone at that age." Ozpin smirked taking another sip.

Oh the general knew who he was talking about, "I only punched my old headmaster because he refused to acknowledge that his actions were incorrect and that he blamed me for the mission's failure." The cyborg defended.

Thinking his eyebrow might start to remain crooked, "And you don't see the similarities between the two situations?"

"I don't follow."

"Of course not."

It had been some time before William's anger waned. Anger undoubtedly made his transformations stronger, but the more intense a flame burns the faster it goes out. It would have been safe to say he had already wiped out several dozen Grimm, which by itself was something even some professional huntsmen would be unable to accomplish, however unlike his last rampage in which he was constantly resupplying his Grimm- and stamina- William had been carelessly burning through his Grimm supply.

Naturally, this was only the beginning of his problems. In addition to feeding his inner Grimm with his anger, his anger was drawing in every creature of Grimm within range of him while he idiotically stopped moving around and cornered himself in a small ravine.

Funny how the second he got control of himself was literally the moment he was surrounded by horrible monsters wanting to kill him -with his back against the wall no less.

Typical.

"Okay then," He sighed. He was tired and wanted to just go to sleep.

Fat chance of that happening now.

"Let's do this!" He charged at the beasts taking on the humanoid Beowulf mantle he'd became known for.

William knew he didn't have much in the way of reserves so strategy and guile were the deciding factors here. He used the narrow entrance to the ravine to his advantage, luring them in and getting them stuck in the passage. Watching the mindless mass of claws and death struggle and grind into one another just to kill him before reversing the role with a calculated claw slash to the vital spots and setting of the world's coolest, and spikiest, game of dominos.

It was when he pushed a large Ursa back onto a Beowulf piercing and crushing it that he noticed something. No that wasn't it…The entire time William couldn't help but think his body felt lighter than usual. It might have just been adrenaline, but he didn't think so. Something had changed. By all accounts, he should have been ready to keel over at any moment. He didn't even have enough time to eat any Grimm as he was too busy attacking and retreating. Yet he would have sworn there was even a little pep in his step. He wasn't sure why, but it felt…right.

These thoughts quickly disappeared as he had to fend off a car-sized Deathstalker before grabbing it by the tail and, with a little bit of trial and error, using it as an impromptu flail. A surprisingly good one at that.

He used his new weapon to knock down some nearby rocks shattered some Grimm skulls before it disintegrated from excessive damage.

Despite his plan working, he did not make it through each confrontation unharmed. With wave after wave of fangs and claws crashing towards him, it was inevitable. Each exchange left both sides worse for wear. William came ahead in terms of damage, but only because of his terrain. And even then, that had become a battle of attrition.

His plan worked for a little while at least, but for every Grimm slain, three more seemed materialized out of thin air pushing further against the entrance. Forcing their way against the entry, enlarging it and allowing more Grimm to flood in. All while driving him back further despite the little room he had to retreat to.

Before he even had a chance to consider a new plan, there was only a few feet to move with a mountain of claws and fangs bearing down on him, shredding into his Grimm form. His Beowulf form absorbed some of the damage, but there is only so much it could take. Each bite and slash added to the symphony of murder and death he was being subjected to as he futilely tried to fend the hoard off. He honestly would have rather been tossed into the world's largest blender and put on puree.

"ENOUGH!" William roared feeling his lungs about to burst at the sheer force of his shout. Crouching down, abandoning his defense allowing whatever damage to come, he gathered all his strength. He took a deep breath and forced his claws into the dirt conjuring forth a single massive release of countless rows of jagged bone spikes flowered from in front of the Were-Grimm stopping the claws inches from his face.

Cries of pain and agony could be heard back in Beacon. The dozens of Grimm surrounding him were shredded into oblivion. Any part of them that wasn't immediately eviscerated were sent flying.

William fell to his knees. He couldn't even begin to think about smiling with relief. Not for a second. He finally felt what his body was supposed to feel. exhausted. It was as if his strength had gone from max to zero in an instant. Though, looking at the giant wall of spikes, that isn't so unbelievable.

Every heavy pant as he desperately fought to refill his burning lungs with much-needed oxygen was accompanied with an agonizing sharp pain from his body.

He slouched down to the ground as his Grimm cloak evaporated revealing his body was covered in cuts and bruises. Just barely within his field of vision, he saw what remained of his left arm. It was amazing that his Grimm powers had at least managed to stop the bleeding before giving up on healing completely. He wasn't even sure when it had become so mangled. More than that, he could feel he had a few broken bones and probably a concussion…or ten. There was probably more damage to his internal organs than to his outsides.

He was going to need to sleep this one off.

The Were-Grimm had spent a decade in a constant fight for survival. There were always those near-death fights. times where he had survived by just a hair's breadth. But, this…this was the worst that had come. He had never gotten himself into such a situation.

Feeling a little strength return he managed to sit up a little.

His uniform reflected a just as bad state as he was in. Tattered to nothing but rags of tattered rags. He would need to replace it. Fortunately, Beacon offers free replacement uniforms. They apparently needed to, otherwise, some students would have gone bankrupt replacing their damaged uniforms.

Taking a page from Ruby's handbook he decided to look on the brighter side. _Heh. I guess I am getting stronger._ The battered huntsmen in training's mind snickered. _Sparing on and off for a week with team RWBY really helped._

Before, he would have most likely been eaten alive. Granted, he almost was and a few pieces of him probably were. But he _had_ become stronger. There was no lag for control. No forced activation. Nor loss of his senses. It was all _him_.

This was _his_ power.

Just as the young faunus' breathing began to become, simi-regulated again, a monstrous roar erupted from the direction in front of him. Due to the obstruction of the spikes he summoned, William couldn't identify the source to any certain degree. But what he was certain of was that it was loud. He slammed his hands onto the ears on the side of his head, moving the left like it was asleep, as he forced his wolf ears to fold down as tightly as possible. Even then it felt as if every bone in his body was rattling due to the vibrations.

A long massive bone chain came barreling across from his left shattering the bone spikes like glass and sending the injured faunus spiraling out of the ravine and through several small trees before ricocheting off a nearby rock formation. He came to a crashing stop as he collided right shoulder first with a hard stone. "AAAAAAHHHHHHH!" He screamed in agony.

Blood streamed down his forehead covering his right eye. Barely able to open is left, he saw it. The source of the sound climbing up to meet him. The terror of the Emerald Forest, the Feartalos.

During initiation, each year applying students are catapulted into the Emerald Forest to test their skills and to form teams. Despite being told that professors, though observing, will not interfere, more than a few professors have broken this rule to save students if the up and coming huntsmen were unlucky enough to be cornered by the Feartalos. It was too strong for someone fresh from a prep school student to even hope of dealing with.

It wasn't that it was too strong for them, but served as a reminder that some creatures of Grimm were even beyond that of the greatest of huntsmen and thus could continue to exist to test applicants threat assessment abilities and strategic planning. In short, it was to see if students could grasp the difference in ability and see if they could run away.

The Pangolin shaped monster was covered in rows of bone-like armor capable of withstanding a barrage of anti-tank missiles without a scratch. At first glance, it looked like a heavily armored Ursa Major, minus the spikes on its back and with three-foot-long claws. Though its most dangerous feature is without a doubt, is its tail. More than three times its body length and covered with incremental bone plating and jagged spikes it was the whip from a huntsmen's worst nightmares. The body was slow, but its tail's attack speed and precision were said to be able to cleanly decapitate a fly from twenty feet away.

Now a badly injured William was being stared down by the creature of Grimm that is singlehandedly responsible for more deaths than all other Grimm in the Emerald Forest combined.

All his experiences in fighting stronger opponents told him that if he didn't run he was going to die.

It was his decision to break eye contact to look for an escape route that sealed his fate. In the instance, his eyes left the embodiment of armor and bereavement loaming in front of him, William saw blood spirt from his mouth.

Out of instinct, he turned his eyes down towards his front to see the Feartalos' tail going through is abdomen to the destroyed rock behind him.

 _W…When did that happen._ His mind could only shakily construct.

It was in the next moment that the immeasurable pain burst throughout his body. The damage he had already taken from the wave of Grimm and the Feartalos' first strike was compounded by the thousands as the creature began to slowly withdraw its tail. Each slight movement of the tail caused William to wail in torturous distress as more of his blood would spurt from his body.

It continued to slowly retract its tail. Each inch taking what felt like an eon followed by an eon's worth of torturous agony.

 _Why… why won't it just end it?_ William tried to ask only for his mouth not to work. He could taste the copious amount of blood pooling in it. For whatever reason seeming unable to even control his jaw to release it. As such after every couple of slow movements of the Feartalos' tail would cause a little of his blood to trickle from his mouth onto it. it was the world's cruelest hourglass.

As another one of its spikes finally ripped from his body William understood. It's doing this on purpose. The Grimm isn't just simple-minded. It has learned. For all the years it was supposed to have lived, it wasn't just intelligent… it was cruel.

….

Ten, fifteen, twenty minutes…. weeks… months….

It was weird, his blood was so warm, but with the tail, a fifth of the way still to go, all the warmth was replaced with a cold icy emptiness. He no longer felt any pain. Or anything else for that matter.

He could no longer see, hear, smell… all his senses were gone.

He was empty.

Well, that wasn't entirely true, he was a little hungry.

What was he doing here?... Where was here? ...Why was he so tired?

*A few moments earlier*

"Ozpin! we have to save him!" The young man's surrogate mother shouted over her scroll as she sped towards the forest.

The man in the white suit motioned to say something, but the shorter grey-haired man held up his cane to stop his hand, "Go, I'll call Peter and Bart to assist you." He stated calmly but loudly moving to the scroll on his desk that they had only just moments ago been viewing William's battles.

The iron general moved to say something, "Oz-"

"-No James. Despite what you believe about William, he is still one of Beacon's students and as such we will do all we can for him."

"But-"

"-No buts!", Ozpin cut off again. "If anything happens to him, I will hold you directly accountable. You have not only overstepped your bounds for the umptieth time but also endangered my students as well as your own and others from the Vaccuo and Mistral. This will not stand." He said dialing a number.

His world had unknowingly become a soothing darkness. No sight, smell, or sound. Just an empty tranquility.

That is until a small ball of white light came into existence. Than another, and another. Before he knew it, there were countless balls of light peppering all in his line of sight. Suddenly the balls of light began erupting just as suddenly as they appeared.

In the next instance, he was in the same field he had been in. The Feartalos was gone and William's body and uniform were as they were early this morning.

Looking around it appeared to be just after sunset. Trying to stand in his confused state, he quickly plummeted to the ground as he felt his stomach grumble. This time there was no pain, but he could only lift his head. The rest of his body refused to respond to his commands.

"You know", a voice sounded from behind William. The voice was definitely a masculine voice. It also seemed familiar, but William couldn't place it. "Things always comes back to _this_ …"

"…well, at least for you." The voice continued as William detected the sounds of footprints walking up behind him. Out of the corner of his eye, he saw who was speaking.

The sight alone made him shake with rage.

Walking slowly into his field of vision was the man he swore to one day kill. The man he had secretly hoped to be able to kill, Vipera douleur!

During one of their many discussions Ms. Goodwitch had asked William what his thoughts of Feign Village and that, for the time being at least, they had to keep quiet about their practices- or risk losing one of the few symbols of 'peaceful' cohabitation between humans and faunus.

Naturally, however, he lied. He told her that he did not bare as great a grudge as those that he sensed she feared he did. Though if he was being honest, it would be more accurate to say he didn't hate the village entirely. After a decade of sensing their repressed negative emotions, all he could truly feel towards them is pity for their own self-imposed torture. However, that isn't to say there wasn't one person among them that William deeply desired revenge on. Whether it had been chasing him through town, setting his home on fire with him and his mother in it, the way he smiled as his sword exited Dawn Beorthwulf's chest was etched forever into William's mind, -or any of the times prior to that day the villages only full-time "huntsmen" took time out of his busy day of drinking to trip and harass a little half-breed wolf faunus- William truly hated that man.

It was him, no mistake. William would never forget that gray spotted brown coat, the golden cutlass on his right hip, and those soulless dark purple eyes showing through that rat's nest of blonde hair.

He didn't know how or why- nor did it really matter to him- but he didn't care. His chance for revenge was standing only a few feet before him. All these years of wanting to repay that monster for what he did to his mother. It was all going to end NOW!

…. or so he thought.

William tried with all his might to lunge at the monster in human skin before him. However, like before, his body refused to listen. At the same time, he felt his gut rumble even louder. But again, he ignored it.

"William…William", The 'huntsmen' tried to get the paralyzed faunus' attention. "Oh, now there are those eyes of yours." He commented smirking at the glaring William. "They are the same eyes as your mother when I killed her."

"Though, the pink hair is a nice touch." He chuckled.

William's eyes burst glowing scarlet, "YOU MONSTER!"

The Were-Grimm struggled with all his might, but his body just would not budge. It was as if his limbs were nailed to the ground with rail stakes.

The evil bastard standing in front of him snickered, "Always so helpless." He grinned.

"I'm not helpless. I survived the Valley of Grimm. I survived Ironwood's soldiers, huntsmen, and bounty hunters by the dozens! Compared to that your just another notch on my claws!" William spat back with as much poison in his words as he could muster. Trying to suppress the roar of his monstrous gut giving its best imitation of a hungry Ursa.

His smirk turned to a frown. "You only have yourself to blame. You like to think you have friends, but they're just your toys. Things to make you feel better."

"That's not true! They are my friends!"

"Don't fucking kid yourself! You didn't even try to talk to them. You just ran off on a temper tantrum and got yourself killed."

 _Killed?!_

"They aren't your friends. No, to you they're just an emotional booty call for you to dump your weepy load into." he chuckled moving in front of him.

 _As eloquent as ever._

In truth that probably _WAS_ the most eloquent- _sober_ \- thing William had ever heard the man say in his entire life.

"Now go to sleep." He raised his sword to bring it down.

"NO!" William roared as his world was ripped asunder into a lightless abyss.

"W…ll…m! St..y…w…me! Please…ke up…!"

No doubt the voice was feminine, but he couldn't place it.

The static of sounds around him were faint. Only phasing into existence for a second before he could identify them before fading back into the void.

He wasn't sure but he felt like he was moving.

"Han….in th…" the sounds faded in and out again.

Despite his weakened efforts, he didn't really feel like listening. He was too tired. The heavy ball and chain dragging him quickly into the abyss.

He could just deal with it when he woke up.

William slowly woke up to the distinct smell of the nurse's office ointment cream and the nurse's favorite sauerkraut. It must be during or just past dinner time.

 _Would it kill her to invest in an air freshen-?_ He thought before his head started splitting more than the time he heard Cardin singing in the shower.

"William, are you okay?" a figure asked sniveling as they wrapped their arms around him.

His vision was still incredibly blurry, but he'd know this scent anywhere, it had to be her. There was no other possibility.

"Neo?" He asked weakly.

"What?" or he could always be wrong.

"No William it's me Ms. Goodwitch."

"Who is Neo?"

Coming into focus he began to realize his folly. "No one, sorry, I guess I'm a little out of it." He tried to wave it off.

"What happened?" He asked both out of genuine curiosity and to change the topic.

His guardian released him to look him directly in the eye. He could tell she had been crying. The area around her eyes were red and puffy. As for her eyes themselves, the spoke volumes of fear, sadness, regret, anger, and concern.

As his faculties fully returned, he sensed that he had truly worried her. Feeling her dread was over and consume him like a tsunami.

She put a hand on each of his shoulders keeping him in place, "Don't you ever scare me like that again!" His guardian's voice shook the room. Or it may have just been him.

"I was so worried. I know you were angry and I wanted you to calm down. It was my mistake to let things get this far, but if you are ever troubled by something I want you to know that you can talk to me. No matter the situation, I will always be on your side." She begged fresh tears flowing the corners of her eyes.

As his dark blue eyes met her normally stern and unbreakable green emeralds now turned fragile as glass. This sight alone drove a pang of guilt like a gun-scythe through his heart. There was nothing else he could say. "I am sorry. I will if I am ever in trouble." He hugged her tightly.

Neither noticed Yang slip into the nurse's office. The blonde pugilist turned the corner of the short hallway leading into the nurse's office and saw that they were having a moment and went to silently fall back before backing into the nurse's desk loudly knocking down the nurse's various bobbleheads.

"Eep." She yelped as the two sets of eyes were glued to her.

"Well, I bobbled that one." She gave an awkward double thumbs up.

Before either of the two could even begin on how bad that was, Blake walked in with the rest of her team. "We heard Yang make a bad pun so everything is okay, right?"

"Hey, I don't make bad puns, I make comedy gold." She gestured to her hair.

As her team dragged their hands down from their facepalm they turned back towards William who was still hugging Ms. Goodwitch.

"Are you doing okay?" Ruby was the first to ask.

"Or do you two still need a moment." Yang offered.

Blushing the two separated immediately.

"I-I'm fine. Just a little sore." He answered testing the movements of his arms. There was a dull pain, but his body had already miraculously healed, for the most part.

"What time is it though?" He asked looking for a clock.

Pretending to clean her glasses as a means to distract from her flushed face, "It is six forty."

"At least it wasn't as bad as last time." He sighed.

Weiss, Blake, and especially professor Goodwitch raised an eyebrow. "That is something I was wondering about." She returned her glasses to their natural place.

"Before you couldn't withstand a barrage from students and teachers. Yet this time you've slain several dozens of Grimm in numerous waves that would have been the end of many others!"

Her emotions were showing more than before. Even the non-Were-Grimms in the room could perceive her concern mixed with anger and sprinkled with sorrow.

Seeing the other's reactions, she sat up straight as a means to regain some of her composure. "You mentioned that the amount of Grimm you've consumed play a significant part, but even that doesn't seem to account for everything."

"I agree," Weiss added. "And what exactly were you thinking, anyway? We were worried sick?"

Somehow Weiss being the voice of worry made it seem all the worse than it had been.

"I'm sorry Weiss…Ruby, Yang, Blake," He went across the faces before him, "And again I'm sorry Ms. Goodwitch." He apologized as his wolf ears drooped a little.

"You guys were right. I should have just talked to you." He breathed heavily. His throat was still sore from earlier. "Maybe if I did, then things wouldn't have ended with me nearly dying."

"I should hope so." His guardian stated returning to her iconic disciplinarian state. "I never want to see you act like that again." She warned. It was harsh, but he could tell there was only an honest rage behind it.

"Returning to the question at hand Mr. Beorthwulf," _Oh crap she only calls me that when I'm in trouble_. "What caused you to be so reckless in the first place?"

"Well…you see", -sigh- "I've told you how other people's negative emotions affect me but have I ever told you about how my own emotions affect me?"

"Not in any great detail."

"That's because I was always afraid general Ironwood would try and lead me into getting emotional and triggering a transformation. I figured if I kept the information about it to a minimum, then there wasn't much he could do."

His mother figure placed a hand on his shoulder. Placing his hand on top of hers seemed to comfort him. "You know you can trust me." She turned to his team, "And I'm not alone." She smiled towards team RWBY who mirrored the action.

A small smirk appeared on the Pinkett's face, "Negative emotions of others give me headaches and can make my Grimm harder to control, but my own negative emotions are a self-feeding fire. The angrier I get the more control over my Grimm powers I lose and the more vicious I become."

"I've always tried to control myself, but this time… this time I just lost it. I wasn't me. I wasn't a Grimm. I was something in between."

"Don't worry about it too much." The heiress comforted. "Yang does that a couple of times a month."

"Hey Weiss-cream, I take offense to that."

"But it _is_ true." Ruby piped up.

Yang just pulled her sister's hood over her head.

"What do you guys say we stop talking about all this depressing stuff and get to the festivities started."

"Festivities?" William's eyebrow crooked.

"The fireworks of course."

"Oh, yeah. I forgot about that."

"I'll get everything ready." Yang proclaimed. "You guys meet me on the roof in ten minutes." She said fleeing the room before Ms. Goodwitch could protest. At least in normal circumstance. The older huntress had an emotional day and had no energy for anymore. So, she just let it go. Any damages or wrongdoings could be made up in detention later.

William looked around, "that's great and all, but I don't have anything to wear with me." He said feeling the opening in the back of his patient outfit. Thankfully it seems his boxers were still intact.

"Oh, I brought you a spare uniform." Ms. Goodwitch said reaching over to a table and handing a neatly folded uniform to him. "Your shoes are under the bed.

"Thank you."

It was when she handed him the uniform and their fingers touched that she let her guard slip and William sensed that she had something she needed to talk with him about.

"You guys go on to the roof, I'll be there in a moment," William told his teammates.

The girls shared a look and the nodded as they exited the room. Even Ruby could have read the mood on this one.

"You can join us, you know that right?"

"I know, and I would love to. However, as Deputy Headmistress, I need to be at the ceremony."

"Sounds fun."

"You have no idea." She said flatly earning a chuckle from them both.

"Now, why did you want to be alone." He inquired taking on a more serious tone.

If this was their first meeting she might have been caught off guard, but at this point, she had come to expect William to pick up on these kinds of things.

"When we were talking in Ozpin's office, I couldn't make it all out, but you seemed to think I wasn't fully honest with you or that I was manipulating you." He continued.

"I won't deny that I was given some advice along those lines, but I was imprudent to believe it. I promise you that I won't doubt you like that again."

It may have been his diminished Grimm supply, but William couldn't get a clear read on her emotions. There was relief, doubt, self-regret, and some other emotions he couldn't quite read. However, he could also tell that while she _did_ care, she was still lying.

"I know, I trust you." He lied, hugging her.

"Thank you." She smiled standing up. "Now you go be with your team. I have to make sure professor Port doesn't set the stage on fire, again."

"But what about me needing to be under surveillance by a teacher?"

"Do not worry. Just for tonight, I can arrange it." She smiled.

William took on a more deadpan expression, "What the general doesn't know, won't hurt him?" He guessed.

"Of course not. You'll be in helping doctor Oobleck remotely launch the pyrotechnics all night." She winked.

He had guessed correctly.

He got himself up, she left and he got dressed.

As he was about to exit the room his scroll dinged from receiving a text. It was Neo.

 _I heard what happened._

 _If you need to talk, my door is always open._

 _-Neo_

William wasn't sure why he typed what he did, but he had no way of knowing how one little innocuous text message could change the entire course of his life.

He exited the nurse's office, hugged Ms. Goodwitch, who had been waiting outside, one last time and the two went their separate way.

Ruby was practically bobbing up and down with excitement, "I can't believe it's finally here. We can show the world what we're made of." She pumped her fist in the air. "These last three weeks have dragged on _forever_."

"Three weeks? Try two years. I'd thought I'd have turned to dust by this point." The wolf faunus kidded.

The walked- Ruby walked/hopped with excitement- in somewhat awkward silence for a little bit before William spoke up again, "So…remind me why Yang wanted us to meet on the roof?" he asked as the stepped out onto the roof itself.

"Well…" The blonde brawler in question began stepping out from behind the entrance, "I was thinking we could have our own little celebration in addition to the fireworks." She said setting a Ruby-sized firecracker on its stand.

"Why do you even have that?" he asked taking a few steps back.

Ruby raised an eyebrow, "Hey, isn't that the firecracker you wanted to use at the school dance?"

"Yeah, but Weissy here, didn't want me to." She pointed with her thumb over her solder as she moved to the center of the roof.

"You were planning to shoot it off INSIDE of the cafeteria!" The heiress scolded.

"Blah, blah, blah. Let's hurry up and light this sucker." Yang gestured with her hand before reaching into her pocket for a lighter.

"Don't you think it's a bit dangerous to use a firecracker after such a long time. I mean you've kept it in the closet this whole time; are we sure it's still good?"

Yang bent down and lit the fuse, "Relax Ice Queen, what's the worst that could happen?" She said before the cardboard on one side gave out and it toppled over.

William having been distracted by the freezer burned pair's discussion suddenly realized there was a massive firecracker pointed directly at him.

"Oh, shit." He said flatly before a huge fireball came hurdling towards him knocking him over the railings and off the roof and…into the barrel of one of the fireworks cannons that were about to be used in the fireworks display.

Before William couldn't even pull himself out, he suddenly heard a small rumble before he has jettisoned into the sky yet again on another even larger giant fireball. This time, however, he burst into a display depicting a giant Beowulf in the sky.

"Huh, so shoot William with a firecracker and he explodes into a picture of a Beowulf… that is so…COOL!" Ruby cheered.

"-I mean… oh no." she tried to force in an overdramatic overcompensation. In all honesty, she was concerned for William, but when you see someone regrow their limbs and organs like it's nothing, it is kind of hard to take them getting hurt seriously in these kinds of situations.

Weiss turned towards the red reaper with a look of pure bewilderment, "You really don't know a lot about how fireworks actually work do you?"

"Nope, but I know they look cool." She smiled.

"You okay?" Yang shouted the smoldering body of William.

He only gave her a lewd hand gesture.

"He's okay."

The ceremony was now over. Tomorrow sixteen of the thirty-two teams would do battle to claim their right to stand at the top. A battle for up and coming huntsmen and huntresses who have proven themselves time and again in the heated forge of battle to become the glowing symbols of hope of tomorrow.

Or at least that was what the flyer said. In truth, many were just going to fight their best so they aren't the guys knocked out on the first day.

Though those that lost on the first day still might feel very blessed compared to William, still trying to scrap himself off Beacon's tower wall.

Oh, he was going to make Yang pay. Probably with a pixie cut in her sleep.

Yet fate will prove that things can always get MUCH worse.

*In the Emerald Forest*

The stand mounted lights burst on illuminating the darkened section of forest. A perimeter was formed of various equipment, individuals in lab coats, and a few contracted huntsmen monitoring the outer perimeter.

In the center of the scene, surrounded by yellow caution tape, was a mass of black flesh and ivory bones. The beast, or what was left of it, had been mauled to pieces. The impenetrable armored hide was shattered into pieces, limbs crushed and dismembered, and the creatures iconic tail now lay in pieces- several sections gone forever.

Three people crossed under the tape.

A short, portly, balding man with a plum-colored tie and a white lab coat with black pants with a pen and clipboard lead the way.

Bringing up the rear were two young men, both taller than him, but approaching the carcass stalled and hesitantly compared to the professor's calm stroll.

"I-Is this really the Deathtalos?" one of the interns asked slightly shaking from the intimidating presence the slain beast still had.

The short man just chuckled, "What's left of one."

"W-who or what did this?"

"Be grateful," He smiled, "the young man who did this is on our side."

"A-Are you saying a student did this?!" the two almost jumped out of their clothes.

"Yes."

"-And that was after slaying dozens of Grimm."

He turned to the interns grinning, "That young man may-no WILL- change how we view Grimm. Even if he doesn't even know it."

 **That ending wasn't foreboding in the slightest. Ha Ha Ha... Wow, it's finally here; The Vytal Festival. Damn it took a long time to get here- two years and some change-, but it was worth it. Okay, a few of you are probably wondering why William seems different. Well, the answer is he's always been a little dark, but until last chapter, you only got a glimpse here and there. Now that the Were-Grimms out of the bag I say, "fuck it" and now you get more of his darker side. This will come into play later on, especially now that Ms. Goodwitch (William's surrogate mother) has proven to him she doesn't trust him. Then there is what happened in the cafeteria, the text message, and of course his near-death experience. I wonder if William was right and I truly enjoy torturing him. Probably. But hey, at least he has his team…for now.**

 **Also, did I give Ruby the power to break the fourth wall?**

 **The answer is yes. Let the terror reign.**

 **Let's hope this volume gets everyone pumped….And that I'll stop being too cheap to pay to view RWBY the day it is release.**

 **Fat Chance.**

 **Don't forget to comment and if you really like my work, consider supporting me on P Atreon.**

 **Good night !**


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